BrowserStack Software License Agreement

BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE BROWSERSTACK SDK, OR ANY OTHER SOFTWARE OWNED BY BROWSERSTACK (“LICENSED SOFTWARE”), YOU ACCEPT THE TERMS OF THIS BROWSERSTACK SOFTWARE LICENSE AGREEMENT (“AGREEMENT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE LICENSED SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE LICENSED SOFTWARE AND DELETE ALL OF COPIES OF THE LICENSED SOFTWARE FROM YOUR COMPUTER, DEVICE AND/OR SYSTEMS. THESE TERMS ALSO APPLY TO ANY UPDATES OR UPGRADES TO THE LICENSED SOFTWARE.

1. License. This Licensed Software shall remain the property of BrowserStack at all times. The Licensed Software is made available by BrowserStack to integrate and enable certain functionality into your device(s) to facilitate the use of BrowserStack Services, and for no other purposes. The Licensed Software is licensed, not sold. Subject to the terms of this Agreement, BrowserStack grants to you a non-exclusive, non-transferable licence to install and use Licensed Software by your employees, consultants and independent contractors, who are not competitors of BrowserStack, for the sole purposes of using BrowserStack Services, and not for general business purposes or for distribution.
2. Restrictions. You will not (and will not permit any third party) to: (a) rent, lease, provide access to or sublicense the Licensed Software to a third party; or (b) use the Licensed Software to provide, or incorporate the Licensed Software into, any product or service provided to a third party; or (c) copy or modify the Licensed Software or any Documentation, or create any derivative work from any of the foregoing; or (d) remove or obscure any proprietary or other notices contained in the Licensed Software; or (e) reverse engineer, decompile, disassemble, modify, translate, or attempt to discover the source code of the Licensed Software; or (f) work around any technical limitation in the Licensed Software; or (g) distribute, resell, or provide the Licensed Software for use, copying or modification to any competitors of BrowserStack; or (h) use the Licensed Software for services other than the BrowserStack Services on the BrowserStack platform only; or (i) disclose the results of any tests, performance or evaluations conducted on the Service with any third party, without our prior consent of BrowserStack.
3. Usage Data. You agree and acknowledge through this Agreement that BrowserStack will collect data while using the Licensed Software which shall be deemed as “Customer Content”. Customer Content may include (but not limited to) artifacts such as test related logs, test name, test details and metadata information which are required for BrowserStack Services to operate. Unless you expressly opt-out, all Customer Content accessed, collected, stored, or used by BrowserStack including any personal information will be subject to and in accordance with BrowserStack’s Privacy Policy and the Terms of Service. All Customer Content will be used for the sole purpose of providing the Services and BrowserStack will not share Customer Content with any third party without your consent.
4. Term and Termination. This Agreement shall be for the term agreed to in the Terms of Service or Master SAAS Subscription Agreement or any other Agreement entered into between the You and BrowserStack for use of BrowserStack Services. BrowserStack can terminate this Agreement for convenience by providing thirty (30) days’ notice to You or may terminate upon immediate effect if You commit a material breach of this Agreement.
5. Representation and Warranty. By downloading, installing, accessing or otherwise using the Licensed Software you represent and warrant that:
   • a. You have full legal authority to bind your employer or such entity to this Agreement.
   • b. Your use of the Licensed Software will comply with all applicable laws, regulations, and industry standards.
   • c. You will use the Licensed Software solely for its intended purpose as described in this Agreement and will not engage in any illegal or unauthorized activities in connection with the Licensed Software.
   • d. You will not reverse engineer, decompile, disassemble, modify, translate, or attempt to discover the source code of the Licensed Software or work around any technical limitation in the Licensed Software.
   • e. Your use of the Licensed Software will not infringe upon the intellectual property rights of any third party, including but not limited to copyrights, trademarks, or patents.
   • f. You will not introduce any viruses, worms, malware, or other harmful code into the Licensed Software or its environment.
6. Confidentiality. All features and codes of the Licensed Software shall remain confidential. You understand that any violation or breach of this term of the Agreement may cause irreparable damages to BrowserStack. Nothing in this Agreement shall limit Your liability with regard to violation of this Section.
7. DISCLAIMER OF WARRANTY. THE LICENSED SOFTWARE IS LICENSED “AS-IS.” YOU BEAR THE RISK OF USING IT. TO THE EXTENT PERMITTED UNDER THE LAW, BROWSERSTACK EXCLUDES THE IMPLIED WARRANTIES OF. BROWSERSTACK PROVIDES NO EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BROWSERSTACK DOES NOT WARRANT THAT CUSTOMER’S USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES BROWSERSTACK WARRANT THAT IT WILL REVIEW THE CUSTOMER CONTENT FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER CONTENT WITHOUT LOSS. BROWSERSTACK WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF BROWSERSTACK. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
8. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. IN NO EVENT SHALL BROWSERSTACK’S CUMULATIVE LIABILITY SHALL NOT EXCEED THE LESSER OF (A) THE ACTUAL AMOUNTS PAID BY YOU TO BROWSERSTACK FOR THE LICENSED SOFTWARE OR (B) U.S. $100. IN NO EVENT SHALL BROWSERSTACK BE LIABLE TO YOU FOR ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES.
9. Indemnity. To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless BrowserStack, its affiliates, and their respective directors, officers, employees, agents and representatives 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 allegedly based (in whole or in part) on: (a) Your use of the Licensed Software; (b) any of Your applications using 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; (c) any violation by You of any applicable law or regulation; or (d) any non-compliance by You with the terms of this Agreement.
10. Export Restrictions. THE LICENSED SOFTWARE IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL UNITED STATES AND INTERNATIONAL EXPORT LAWS AND REGULATIONS, WHICH INCLUDE RESTRICTIONS ON DESTINATIONS, END-USERS AND END USE. You acknowledge and agree that You will not import, export, or re-export, directly or indirectly, the Licensed Software or related information to any country in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, without limitation, the export regulations of the United States, and the import and export restrictions of the various European countries. You further agree to defend, indemnify, and hold harmless BrowserStack, its affiliates, and their respective directors, officers, employees, agents and representatives from any losses, costs, claims, or other liabilities arising out of your breach of this Section.
11. Entire Agreement. This Agreement, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire Agreement for the Licensed Software and support services.
12. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Mateo County, California and the parties hereby irrevocably consent to personal jurisdiction and venue therein.
13. General. This Agreement is not assignable or transferable, in whole or in part, by You, whether involuntarily, by merger, operation of law or otherwise, without BrowserStack’s prior written consent. Any attempted transfer in violation of this Section is void. However, BrowserStack may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such BrowserStack’s assets or voting securities. A waiver of any default hereunder or of any of the terms and conditions of this Agreement will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but will apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement. Captions in this Agreement are for the convenience of the parties only and will not affect the interpretation or construction of this Agreement. In the event any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed from the remainder of this Agreement, and such remainder will remain in force and effect. The parties agree to replace any such invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior and/or simultaneous representations, discussions, negotiations and agreements relating to the Licensed Software, whether written or oral.