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| 1 | +BITWARDEN SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT |
| 2 | +Version 1, 17 March 2023 |
| 3 | + |
| 4 | +1. Introduction |
| 5 | + |
| 6 | +1.1 The Bitwarden Software Development Kit (referred to in the License Agreement |
| 7 | +as the "SDK" and available for download at the following URL |
| 8 | +https://github.com/bitwarden/sdk) is licensed to you subject to the terms of |
| 9 | +this License Agreement. The License Agreement forms a legally binding contract |
| 10 | +between you and the Company in relation to your use of the SDK. |
| 11 | + |
| 12 | +1.2 "Bitwarden" means the Bitwarden software made available by the Company, |
| 13 | +available for download at the following URL, as updated from time to time. |
| 14 | + |
| 15 | +1.3 A "Compatible Application" means any software program or service that (i) |
| 16 | +connects to and interoperates with a current version of the Bitwarden server |
| 17 | +products distributed by the Company; and (ii) complies with the Company’s |
| 18 | +acceptable use policy available at the following URL: |
| 19 | +https://bitwarden.com/terms/#acceptable_use. |
| 20 | + |
| 21 | +1.4 "Company" means Bitwarden Inc., organized under the laws of the State of |
| 22 | +Delaware. |
| 23 | + |
| 24 | +2. Accepting this License Agreement |
| 25 | + |
| 26 | +2.1 In order to access or use the SDK, you must first agree to the License |
| 27 | +Agreement. You may not access or use the SDK if you do not accept the License |
| 28 | +Agreement. |
| 29 | + |
| 30 | +2.2 By clicking to accept and/or accessing or using the SDK, you hereby agree to |
| 31 | +the terms of the License Agreement. |
| 32 | + |
| 33 | +2.3 You may not access or use the SDK and may not accept the License Agreement |
| 34 | +if you are a person barred from receiving the SDK under the laws of the United |
| 35 | +States or other countries, including the country in which you are resident or |
| 36 | +from which you access or use the SDK. |
| 37 | + |
| 38 | +2.4 If you are agreeing to be bound by the License Agreement on behalf of your |
| 39 | +employer or any other entity, you represent and warrant that you have full legal |
| 40 | +authority to bind your employer or such other entity to the License Agreement. |
| 41 | +If you do not have the requisite authority, you may not accept the License |
| 42 | +Agreement or you may not access or use the SDK on behalf of your employer or |
| 43 | +other entity. |
| 44 | + |
| 45 | +3. SDK License from Bitwarden |
| 46 | + |
| 47 | +3.1 Subject to the terms of this License Agreement, Bitwarden grants you a |
| 48 | +limited, worldwide, royalty-free, non-assignable, non-exclusive, and |
| 49 | +non-sublicensable license to use the SDK solely (a) to develop, test, and |
| 50 | +demonstrate a Compatible Application; (b) to develop, test, and run a Compatible |
| 51 | +Application for personal use by your family; or (c) to to develop, test, and run |
| 52 | +a Compatible Application for the internal business operations of your |
| 53 | +organization in connection with a paid license for a Bitwarden server product, |
| 54 | +provided that in no case above may the Compatible Application be offered, |
| 55 | +licensed, or sold to a third party. |
| 56 | + |
| 57 | +3.2 You agree that Bitwarden or third parties own all legal right, title and |
| 58 | +interest in and to the SDK, including any Intellectual Property Rights that |
| 59 | +subsist in the SDK. "Intellectual Property Rights" means any and all rights |
| 60 | +under patent law, copyright law, trade secret law, trademark law, and any and |
| 61 | +all other proprietary rights. Bitwarden reserves all rights not expressly |
| 62 | +granted to you. |
| 63 | + |
| 64 | +3.3 You may not use this SDK to develop applications for use with software other |
| 65 | +than Bitwarden (including non-compatible implementations of Bitwarden) or to |
| 66 | +develop another SDK. |
| 67 | + |
| 68 | +3.4 You may not use the SDK for any purpose not expressly permitted by the |
| 69 | +License Agreement. Except for contributions to Bitwarden pursuant to the |
| 70 | +Contribution License Agreement available at this URL: |
| 71 | +https://cla-assistant.io/bitwarden/clients, or to the extent required by |
| 72 | +applicable third party licenses, you may not copy modify, adapt, redistribute, |
| 73 | +decompile, reverse engineer, disassemble, or create derivative works of the SDK |
| 74 | +or any part of the SDK. |
| 75 | + |
| 76 | +3.5 Use, reproduction, and distribution of a component of the SDK licensed under |
| 77 | +an open source software license are governed solely by the terms of that open |
| 78 | +source software license and not the License Agreement. |
| 79 | + |
| 80 | +3.6 You agree that the form and nature of the SDK that the Company provides may |
| 81 | +change without prior notice to you and that future versions of the SDK may be |
| 82 | +incompatible with applications developed on previous versions of the SDK. You |
| 83 | +agree that the Company may stop (permanently or temporarily) providing the SDK |
| 84 | +or any features within the SDK to you or to users generally at the Company’s |
| 85 | +sole discretion, without prior notice to you. |
| 86 | + |
| 87 | +3.7 Nothing in the License Agreement gives you a right to use any of the |
| 88 | +Company’s trade names, trademarks, service marks, logos, domain names, or other |
| 89 | +distinctive brand features. |
| 90 | + |
| 91 | +3.8 You agree that you will not remove, obscure, or alter any proprietary rights |
| 92 | +notices (including copyright and trademark notices) that may be affixed to or |
| 93 | +contained within the SDK. |
| 94 | + |
| 95 | +4. Use of the SDK by You |
| 96 | + |
| 97 | +4.1 The Company agrees that it obtains no right, title, or interest from you (or |
| 98 | +your licensors) under the License Agreement in or to any software applications |
| 99 | +that you develop using the SDK, including any Intellectual Property Rights that |
| 100 | +subsist in those applications. |
| 101 | + |
| 102 | +4.2 You agree to use the SDK and write applications only for purposes that are |
| 103 | +permitted by (a) the License Agreement and (b) any applicable law, regulation or |
| 104 | +generally accepted practices or guidelines in the relevant jurisdictions |
| 105 | +(including any laws regarding the export of data or software to and from the |
| 106 | +United States or other relevant countries). |
| 107 | + |
| 108 | +4.3 You agree that if you use the SDK to develop applications for other users, |
| 109 | +you will protect the privacy and legal rights of those users. If the users |
| 110 | +provide you with user names, passwords, or other login information or personal |
| 111 | +information, you must make the users aware that the information will be |
| 112 | +available to your application, and you must provide legally adequate privacy |
| 113 | +notice and protection for those users. If your application stores personal or |
| 114 | +sensitive information provided by users, it must do so securely. If the user |
| 115 | +provides your application with Bitwarden Account information, your application |
| 116 | +may only use that information to access the user's Bitwarden Account when, and |
| 117 | +for the limited purposes for which, the user has given you permission to do so. |
| 118 | + |
| 119 | +4.4 You agree that you will not engage in any activity with the SDK, including |
| 120 | +the development or distribution of an application, that interferes with, |
| 121 | +disrupts, damages, or accesses in an unauthorized manner the servers, networks, |
| 122 | +or other properties or services of any third party including, but not limited |
| 123 | +to, the Company, or any mobile communications carrier or public cloud service. |
| 124 | + |
| 125 | +4.5 If you use the SDK to retrieve a user's data from Bitwarden, you acknowledge |
| 126 | +and agree that you shall retrieve data only with the user's explicit consent and |
| 127 | +only when, and for the limited purposes for which, the user has given you |
| 128 | +permission to do so. |
| 129 | + |
| 130 | +4.6 You agree that you are solely responsible for, and that the Company has no |
| 131 | +responsibility to you or to any third party for, any data, content, or resources |
| 132 | +that you create, transmit or display through Bitwarden and/or applications for |
| 133 | +Bitwarden, and for the consequences of your actions (including any loss or |
| 134 | +damage which Bitwarden may suffer) by doing so. |
| 135 | + |
| 136 | +4.7 You agree that you are solely responsible for, and that the Company has no |
| 137 | +responsibility to you or to any third party for, any breach of your obligations |
| 138 | +under the License Agreement, any applicable third party contract or Terms of |
| 139 | +Service, or any applicable law or regulation, and for the consequences |
| 140 | +(including any loss or damage which the Company or any third party may suffer) |
| 141 | +of any such breach. |
| 142 | + |
| 143 | +5. Third Party Applications |
| 144 | + |
| 145 | +5.1 If you use the SDK to integrate or run applications developed by a third |
| 146 | +party or that access data, content or resources provided by a third party, you |
| 147 | +agree that the Company is not responsible for those applications, data, content, |
| 148 | +or resources. You understand that all data, content or resources which you may |
| 149 | +access through such third party applications are the sole responsibility of the |
| 150 | +person from which they originated and that the Company is not liable for any |
| 151 | +loss or damage that you may experience as a result of the use or access of any |
| 152 | +of those third party applications, data, content, or resources. |
| 153 | + |
| 154 | +5.2 You should be aware that the data, content, and resources presented to you |
| 155 | +through such a third party application may be protected by intellectual property |
| 156 | +rights which are owned by the providers (or by other persons or companies on |
| 157 | +their behalf). You acknowledge that your use of such third party applications, |
| 158 | +data, content, or resources may be subject to separate terms between you and the |
| 159 | +relevant third party. In that case, the License Agreement does not affect your |
| 160 | +legal relationship with these third parties. |
| 161 | + |
| 162 | +6. Use of Bitwarden Server |
| 163 | + |
| 164 | +You acknowledge and agree that the Bitwarden server products to which any |
| 165 | +Compatible Application must connect is protected by intellectual property rights |
| 166 | +which are owned by the Company and your use of the Bitwarden server products is |
| 167 | +subject to additional terms not set forth in this License Agreement. |
| 168 | + |
| 169 | +7. Terminating this License Agreement |
| 170 | + |
| 171 | +7.1 The License Agreement will continue to apply until terminated by either you |
| 172 | +or the Company as set out below. |
| 173 | + |
| 174 | +7.2 If you want to terminate the License Agreement, you may do so by ceasing |
| 175 | +your use of the SDK and any relevant developer credentials. |
| 176 | + |
| 177 | +7.3 The Company may at any time, terminate the License Agreement with you if: |
| 178 | + |
| 179 | +(a) you have breached any provision of the License Agreement; or |
| 180 | + |
| 181 | +(b) the Company is required to do so by law; or |
| 182 | + |
| 183 | +(c) a third party with whom the Company offered certain parts of the SDK to you |
| 184 | +has terminated its relationship with the Company or ceased to offer certain |
| 185 | +parts of the SDK to either the Company or to you; or |
| 186 | + |
| 187 | +(d) the Company decides to no longer provide the SDK or certain parts of the SDK |
| 188 | +to users in the country in which you are resident or from which you use the |
| 189 | +service, or the provision of the SDK or certain SDK services to you by the |
| 190 | +Company is, in the Company’'s sole discretion, no longer commercially viable or |
| 191 | +technically practicable. |
| 192 | + |
| 193 | +7.4 When the License Agreement comes to an end, all of the legal rights, |
| 194 | +obligations and liabilities that you and the Company have benefited from, been |
| 195 | +subject to (or which have accrued over time whilst the License Agreement has |
| 196 | +been in force) or which are expressed to continue indefinitely, shall be |
| 197 | +unaffected by this cessation, and the provisions of paragraph 12.8 shall |
| 198 | +continue to apply to such rights, obligations and liabilities indefinitely. |
| 199 | + |
| 200 | +8. NO SUPPORT |
| 201 | + |
| 202 | +The Company is not obligated under this License Agreement to provide you any |
| 203 | +support services for the SDK. Any support provided is at the Company’s sole |
| 204 | +discretion and provided on an "as is" basis and without warranty of any kind. |
| 205 | + |
| 206 | +9. DISCLAIMER OF WARRANTIES |
| 207 | + |
| 208 | +9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE |
| 209 | +RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF |
| 210 | +ANY KIND FROM Bitwarden. |
| 211 | + |
| 212 | +9.2 YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED |
| 213 | +THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY |
| 214 | +RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF |
| 215 | +DATA THAT RESULTS FROM SUCH USE. |
| 216 | + |
| 217 | +9.3 THE COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY |
| 218 | +KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED |
| 219 | +WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE |
| 220 | +AND NON-INFRINGEMENT. |
| 221 | + |
| 222 | +10. LIMITATION OF LIABILITY |
| 223 | + |
| 224 | +YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, ITS SUBSIDIARIES AND |
| 225 | +AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF |
| 226 | +LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, |
| 227 | +STATUTORY, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS |
| 228 | +OF DATA, WHETHER OR NOT THE COMPANY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF |
| 229 | +OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. |
| 230 | + |
| 231 | +11. Indemnification |
| 232 | + |
| 233 | +To the maximum extent permitted by law, you agree to defend, indemnify and hold |
| 234 | +harmless the Company, its affiliates and their respective directors, officers, |
| 235 | +employees and agents from and against any and all claims, actions, suits or |
| 236 | +proceedings, as well as any and all losses, liabilities, damages, costs and |
| 237 | +expenses (including reasonable attorneys fees) arising out of or accruing from |
| 238 | +(a) your use of the SDK, (b) any application you develop on the SDK that |
| 239 | +infringes any copyright, trademark, trade secret, trade dress, patent or other |
| 240 | +intellectual property right of any person or defames any person or violates |
| 241 | +their rights of publicity or privacy, and (c) any non-compliance by you with the |
| 242 | +License Agreement. |
| 243 | + |
| 244 | +12. General Legal Terms |
| 245 | + |
| 246 | +12.1 The Company may make changes to the License Agreement as it distributes new |
| 247 | +versions of the SDK. When these changes are made, the Company will make a new |
| 248 | +version of the License Agreement available on the website where the SDK is made |
| 249 | +available. |
| 250 | + |
| 251 | +12.2 The License Agreement constitutes the whole legal agreement between you and |
| 252 | +the Company and governs your use of the SDK (excluding any services or software |
| 253 | +which the Company may provide to you under a separate written agreement), and |
| 254 | +completely replaces any prior agreements between you and the Company in relation |
| 255 | +to the SDK. |
| 256 | + |
| 257 | +12.3 You agree that if the Company does not exercise or enforce any legal right |
| 258 | +or remedy which is contained in the License Agreement (or which the Company has |
| 259 | +the benefit of under any applicable law), this will not be taken to be a formal |
| 260 | +waiver of the Company's rights and that those rights or remedies will still be |
| 261 | +available to the Company. |
| 262 | + |
| 263 | +12.4 If any court of law, having the jurisdiction to decide on this matter, |
| 264 | +rules that any provision of the License Agreement is invalid, then that |
| 265 | +provision will be removed from the License Agreement without affecting the rest |
| 266 | +of the License Agreement. The remaining provisions of the License Agreement will |
| 267 | +continue to be valid and enforceable. |
| 268 | + |
| 269 | +12.5 You acknowledge and agree that each member of the group of companies of |
| 270 | +which the Company is the parent shall be third party beneficiaries to the |
| 271 | +License Agreement and that such other companies shall be entitled to directly |
| 272 | +enforce, and rely upon, any provision of the License Agreement that confers a |
| 273 | +benefit on them or rights in favor of them. Other than this, no other person or |
| 274 | +company shall be third party beneficiaries to the License Agreement. |
| 275 | + |
| 276 | +12.6 EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND |
| 277 | +REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND |
| 278 | +REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON |
| 279 | +DESTINATIONS, END USERS, AND END USE. |
| 280 | + |
| 281 | +12.7 The rights granted in the License Agreement may not be assigned or |
| 282 | +transferred by either you or the Company without the prior written approval of |
| 283 | +the other party, provided that the Company may assign this License Agreement |
| 284 | +upon notice to you in connection with an acquisition, merger, sale of assets, or |
| 285 | +similar corporate change in control for the Company or the Intellectual Property |
| 286 | +Rights in the SDK. |
| 287 | + |
| 288 | +12.8 The License Agreement, and any dispute relating to or arising out of this |
| 289 | +License Agreement, shall be governed by the laws of the State of California |
| 290 | +without regard to its conflict of laws provisions. You and the Company agree to |
| 291 | +submit to the exclusive jurisdiction of the courts located within the county of |
| 292 | +Los Angeles, California to resolve any dispute or legal matter arising from the |
| 293 | +License Agreement. Notwithstanding this, you agree that the Company shall be |
| 294 | +allowed to apply for injunctive remedies, or any equivalent type of urgent legal |
| 295 | +relief, in any forum or jurisdiction. |
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