PLOTLY DASH ENTERPRISE LICENSE AGREEMENT

BY CHECKING THE ACCEPTANCE BOX, INSTALLING, ACCESSING OR USING ALL OR ANY PORTION OF DASH ENTERPRISE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND PLOTLY’S TERMS OF SERVICE ON PLOTLY’S WEBSITE AT WWW.PLOTLY.COM (AS MAY BE RELOCATED BY PLOTLY FROM TIME TO TIME) WHICH THE PARTIES ACKNOWLEDGE AND AGREE APPLY TO AND FORM PART OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND PLOTLY TECHNOLOGIES INC. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, DO NOT PROCEED TO INSTALL THE SOFTWARE OR, IF APPLICABLE, IMMEDIATELY DISCONTINUE USE OF THE SOFTWARE AND ALL OTHER DELIVERABLES, AND, IN EACH CASE, IMMEDIATELY DESTROY OR REMOVE ALL COPIES AND INSTANCES OF THE SOFTWARE AND ALL OTHER DELIVERABLES FROM YOUR SYSTEMS. IF YOU ARE USING THE SOFTWARE IN YOUR CAPACITY AS EMPLOYEE OR AGENT OF A COMPANY OR ORGANIZATION, THEN ANY REFERENCES TO “YOU” IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY AND NOT TO YOU IN YOUR PERSONAL CAPACITY. YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO SIGN FOR AND BIND THE COMPANY OR ORGANIZATION ON WHOSE BEHALF YOU ARE ACCESSING THE SOFTWARE IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO.

This On Premise Dash Enterprise License Agreement (together with all Plotly Quotes and other documents incorporated by reference herein, the “Agreement”) is between Plotly Technologies Inc. or the applicable Plotly affiliate or subsidiary and the customer (individual or entity) that has downloaded or otherwise procured Dash Enterprise (“you” or “your” or “Licensee”) and governs your use of the licensed Software.

  1. Definitions
    1. “Deliverables” means the Source Code, Software, Documentation and Derivative Works.
    2. “Derivative Works” means any software which incorporates or contains modifications of any part of the Source Code or the Software, and includes any revision, adaptation, modification, enhancement, translation (including compilation or recapitulation by computer), abridgment, condensation, extension, expansion or any other form in which Source Code or the Software, may be recast, transformed or adapted.
    3. “Documentation” means all end user and developer documentation supplied by Plotly for use with the Software, including subsequent revisions and updates thereto.
    4. “Effective Date” means the date on which you agree to the terms and conditions of this Agreement and complete the installation or receive access to the Software (whichever comes first).
    5. “Fees” has the meaning set out in Section 3.
    6. “Intellectual Property Rights” means patents, trade or service marks, registered designs (or applications for any of the foregoing), copyright, design rights, database right and any other industrial or intellectual property right.
    7. “Licensee” means the person or entity to whom Plotly (or an authorized distributor of Plotly) provides the Software for installation and use conditional on such person or entity agreeing to the terms and conditions set out in this Agreement.
    8. “License Key” means the valid license key(s) or activation code(s) provided to you by Plotly.
    9. “Plotly” includes Plotly Technologies Inc., the applicable Plotly affiliate or subsidiary and its and their licensors, successors and assigns, if any.
    10. “Plotly Quote” means any order on a Plotly order form which references this Agreement. All Plotly Quotes executed by the parties are incorporated herein by reference.
    11. “Software” means the Dash Enterprise software provided to you by Plotly (or an authorized distributor of Plotly) in connection with this Agreement. All unidentified names of Software products have the meaning given to them in the Documentation.
    12. “Source Code” means computer programming code, libraries, packages, and any documentation or computer instructions necessary to compile and execute the Software and includes, but is not limited to, dash-design-kit, dash-embedded, dash-embedded-component, dash-notes, dash-snapshots, dash-user-analytics, dashboard-engine, dash-arcgis, dash-pro-components, dash-ag-grid, and databricks-dash.
    13. “Term” means the period of time commencing on the Effective Date and continuing for the earlier of: (i) the date specified on the applicable Plotly Quote; and (ii) the date on which this Agreement is terminated in accordance with its terms.
  2. Ownership and License Grant Subject to your compliance with this Agreement, Plotly will grant you a limited, non-exclusive, non-transferable license to use the Software only as described in Section 4 (“Permitted Uses”) and subject to the restrictions set out in Section 5 (“Prohibited Uses”). This license will be registered in your name, and is effective during the Term, as provided below. The license will terminate automatically upon any violation of its terms by you or upon the end of the Term (whichever comes first). Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Plotly will, at all times during and after the Term, own and continue to own all Intellectual Property Rights in the Deliverables. Your rights to any Deliverables are only those expressly specified in this Agreement, and Plotly retains all rights not expressly granted to you in this Agreement. The Software is protected by copyright laws and international treaty provisions. Except for the rights expressly granted in this Agreement, the license transfers to you no right, title, or interest in the Software, or any Intellectual Property Right in the Software. Plotly retains sole and exclusive title to all portions of the Software and any copies thereof. You acknowledge that you are obtaining only a limited license right to the Software and that irrespective of any use of the words “purchase”, “sale” or like terms no ownership rights are being conveyed to you under this Agreement or otherwise. The Software is licensed, not sold.
  3. Fees and Payment You will pay to Plotly (or, if applicable, to the authorized distributor of Plotly) the licensing and other fees and amounts notified by Plotly (or the applicable authorized distributor of Plotly) in the applicable Plotly Quote as of the Effective Date or, if no such notification is provided by Plotly (or the applicable authorized distributor of Plotly), then the applicable licensing and other fees and amounts generally charged by Plotly (or the applicable authorized distributor of Plotly) in respect of the Software as of the Effective Date (such licensing and other fees and amounts, in each case, the “Fees”). Plotly (or the applicable authorized distributor of Plotly) may prepare and send invoices to you for any Fees and applicable taxes that become due and payable pursuant to this Agreement. The amounts payable by you under this Agreement are exclusive of any applicable tax which shall also be paid by you. Except as expressly set forth herein, all Fees are non-refundable once paid.
  4. Permitted Uses The license is subject to the following restrictions:
    1. You have access to the number of developers/authors specified in the License Key generated by Plotly (“Users”). All access rights and technical capabilities for each User are as set forth in the Documentation and any Plotly Quote.
    2. You and Users may only use the Software for internal purposes on systems that are owned, controlled or leased by you (including for such purpose the hardware of a third party hosting providers that hosts the Software for your benefit, such as Amazon Web Services).
    3. You will not permit anyone else other than Users to use the Software, and will use best efforts to prevent anyone else from using the Software.
    4. You may only make one copy of the Software for backup purposes.
    5. You agree to enable anonymized on premise server performance analytics.
    6. You and Users shall use Software in accordance with applicable laws, the terms and conditions of this Agreement and the Documentation.
    7. You and Users shall comply, at all time, with all applicable legal and regulatory requirement and with Plotly’s policies in respect of the use of and maintenance of Software. Your use of the Software is subject to Plotly’s Privacy Policy, a current version of which is available here.

  5. Prohibited Uses You and Users shall NOT (and shall not allow any third party to), without the prior written permission of Plotly:

    1. disassemble, decompile, edit, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct the Software or discover any Source Code or underlying algorithms of Software;
    2. use, disseminate, duplicate, reproduce, copy, modify, adapt or merge any Deliverables, except as permitted in this Agreement;
    3. sell, lease, assign, transfer, sublicense or translate any Deliverables;
    4. sell, transfer, assign, rent, lease, or sublicense the License;
    5. remove, obfuscate, or hide links and references to Plotly visible in charts, graphs; and elsewhere in the Deliverables;
    6. use the Deliverables in any external product or service without the execution of an OEM license agreement;
    7. utilize any equipment, device, software, or other means designed to circumvent or remove any form of License Key or copy protection used by Plotly in connection with the Software, or use the Software together with any authorization code, License Key, serial number, or other copy protection device not supplied by Plotly (or through an authorized distributor);
    8. use unauthorized License Keys or distribute or publish License Keys. You agree to immediately notify Plotly of any unauthorized use of your password or username or any other breach of security.
  6. Restrictions in Respect of Documentation, Source Code and Derivative Works You and Users shall NOT:
    1. publish or deploy any Source Code on any third-party platform, without the express, prior written consent of Plotly;
    2. create or prepare any Derivative Works based on the Source Code or any part thereof or permit any third-party to create or prepare any Derivative Works based on the Source Code or any part thereof, unless authorized by Plotly in writing;
    3. grant, either expressly or impliedly, any rights, title, interest, or licenses to any Derivative Works to any third party;
    4. distribute, disclose or otherwise make available any Deliverable, in each case in whole or in part, to any third party without the express, prior written consent of Plotly;
    5. develop, resell, distribute or make available any service, software or device incorporating all or any part of the Deliverables;
    6. combine all or any part of the Deliverables with other software or use all or any part of the Deliverables to create a new product, application or service provided, that for purposes of clarity, You and Users may use the Deliverables to develop and deploy applications to the extent enabled by the Software and so long as you comply with the terms and conditions of this Agreement and do not infringe on or violate Plotly’s intellectual property rights in the Deliverables;
    7. under any circumstances, without limiting any other provision of this Agreement, use the Source Code in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any Plotly product;
    8. take any action, or assist or otherwise aid anyone else in taking any action, that would limit Plotly independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto;
    9. modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice embedded or contained in any Deliverable without the express, prior written consent of Plotly.
  7. Customer Data and Copyright Notices You acknowledge and agree that Plotly: (i) will not be responsible for the accuracy, completeness or adequacy of any data, files, documentation or other information: (A) that you or any of Users may upload to Dash Enterprise; and (B) processed through the use of Dash Enterprise (collectively, “Customer Data”). You represent and warrant to Plotly that (x) you have sufficient rights in the Customer Data to authorize Plotly to process, distribute and display the Customer Data as contemplated by this Agreement and the Documentation, (y) the Customer Data and its use hereunder will not violate or infringe the rights of any third party, and (z) your use of Dash Enterprise and all Customer Data is at all times compliant with your and Plotly’s privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data. Plotly’s websites only collect information you give Plotly by visiting Plotly pages (IP addresses) and completing the forms. Plotly does not control or process data you upload to its services. Any data you upload to applications you create and make available through the Software or data you upload to analyze in the Software is entirely controlled and processed by you. Any data you choose to persist in the Software is stored on cloud computing services (such as, but not limited to, Amazon’s AWS or Microsoft Azure) through Plotly’s arrangement with them and is subject to their data security policies and privacy practices. Except as expressly provided herein, all title and Intellectual Property Rights in and to the Deliverables (including but not limited to any images, photographs, animation, video, audio, music, text and Plotly references incorporated into the Deliverables) are owned by Plotly or its suppliers and any notices contained in the Deliverables to that effect must not be removed, obfuscated, or hidden.

  8. Support, Maintenance and Professional Services Subject to the terms and conditions of this Agreement, including payment of any applicable Fees, Plotly shall provide support and maintenance services for the Software for the period set forth in the Plotly Quote, pursuant to Plotly’s then-current section on the support and maintenance on Plotly’s web-site in respect of different Software products. Plotly provides support Monday through Friday 9:00AM EST through 6:00PM EST. Plotly has no technical support obligations with respect to the issues relating from: (a) Software that is used on or in conjunction with hardware or software other than as specified in the applicable Documentation; (b) use of the Software by you or Users in violation of this Agreement; (c) alterations, add-ons, customizations, or modifications to the Software by any party other than Plotly; (d) defects or failures in the Software due to any factors beyond Plotly’s reasonable control; (e) any version of the Software for which technical support has been discontinued by Plotly; (f) evaluation versions of the Software or other software provided at no charge; (g) training, customization, integration, and any issues arising from unlicensed use of the Software. Plotly may provide the number of hours of professional consulting or training services purchased in the applicable Plotly Quote or online ordering process. You may order professional services under a Plotly Quote or a mutually executed Statement of Work describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information.

  9. Term and Termination This Agreement and the license granted hereunder will commence on the Effective Date and expire at the end of the Term, unless terminated earlier as provided herein. The Term may be renewed in a Plotly Quote or as otherwise mutually agreed by the parties. Plotly may terminate this Agreement and the License granted hereunder, immediately and without notice, if you fail to comply with any of the terms and conditions of this Agreement, including but not limited to you failing to pay any Fees in accordance with Section 3. You may terminate this Agreement by giving Plotly 30-day prior written notice and destroying the Software and any copies of the Deliverables in your possession on or before the effective date of termination. Upon termination of this Agreement for any reason:
    1. the License granted to you hereunder will terminate automatically and you will immediately cease any and all use and distribution of the Software. You must also destroy all copies of the Deliverables provided by Plotly (or an authorized distributor of Plotly) in connection with this Agreement and so certify to Plotly in writing; and
    2. you shall immediately pay any outstanding Fees due hereunder; no part of any Fees will be refunded to you. It is your responsibility to download and obtain all Customer Data prior to the expiration or termination of this Agreement. You acknowledge and agree if you fail to download the Customer Data from Dash Enterprise in a timely manner, you may not have access to such information or such information may be destroyed by Plotly. Plotly shall have no responsibility, or any liability to you, for maintaining or providing to you the Customer Data or any portion thereof after the termination or expiration of this Agreement and Plotly may delete any such data at any time.
  10. Confidentiality You acknowledge that the Deliverables provided to you in connection with this Agreement include valuable trade secrets of Plotly. You agree to maintain the confidentiality of the Deliverables by using at least the same physical and other security measures as you use for your own confidential technical information and documentation, but in no event less than the industry standard for information technology security. Unless compelled to do so by applicable law, you further agree not to disclose any Deliverable, in whole or in part, to any third party other than your employees or contractors who have a need to know or obtain access to such information in order to support your use of the Software pursuant to this Agreement, and who are bound to protect such information against any other use or disclosure by no less stringent confidentiality obligations than those set out herein. You agree to be fully responsible for such employees’ or contractors’ use or misuse of any disclosed Deliverable as if it was your use or disclosure. These obligations will not apply to any information generally available to the public, independently developed or obtained without reliance on any Deliverable or other information of Plotly obtained by you in connection with this Agreement, or as otherwise approved in writing for release by Plotly.
  11. Limited Warranty
  12. Plotly does not warrant that any Deliverable will be error-free. The Software is licensed “as is”. Plotly does not warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss.
  13. The Software may be provided with third-party components or plug-ins or other third-party software. All such third-party components are provided “as is” by the third party licensors who disclaim all liabilities, damages, (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to such components. Plotly uses open-source tools and other third-party plug-ins, but Plotly does not warrant that any third-party software will be error-free.
  14. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH REGARD TO ALL DELIVERABLES, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY COLLATERAL WARRANTIES, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  15. Under no circumstances will Plotly be liable for the results of your use or misuse of Dash Enterprise, including any use contrary to applicable law.
  16. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions might not apply to Licensee.
  17. Limitation of Liabilities IN NO EVENT WILL PLOTLY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PLOTLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH RISKS OR DAMAGES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PLOTLY UNDER OR IN CONNECTION WITH THE LICENSE OR THIS AGREEMENT (WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER LEGAL THEORY), EXCEED THE FEES PAID BY YOU TO PLOTLY HEREUNDER IN THE PRECEDING SIX MONTHS (OR, IF NO FEES HAVE BEEN PAID TO PLOTLY IN THE PRECEDING SIX MONTHS, THEN $100.00). FOR GREATER CERTAINTY, THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
  18. General
  19. Relationship of Parties. The Parties are independent contractors, and not agents, employees or joint ventures of one another, and do not have any authority to bind the other Party by contract or otherwise to any obligation, except as regards this license. Neither Party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.
  20. Governing Law. This Agreement will be governed by the law of the Province of Ontario, Canada, without regard to the conflict of laws principles thereof. The parties hereto agree to submit to the exclusive jurisdiction of the courts of the Province of Quebec located in the city of Montreal. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
  21. Trademark Usage and Publicity. Plotly may use your name and logos in its marketing, promotion and website, as is reasonably necessary to describe and promote the Software.
  22. Audit Rights. Plotly reserves the right to monitor and audit your and Users’ access to and usage of Dash Enterprise for the purpose of (among others) ensuring compliance with the terms of this Agreement, including without limitation sections 4 and 5. Any such audit may be carried out by Plotly or a third party authorized by Plotly.
  23. Complete Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. You acknowledge that Dash Enterprise is an on-line, subscription-based product, and that in order to provide improved customer experience Plotly may make changes to Dash Enterprise (which may include making available different or substitute code compared to those available as of the Effective Date), and Plotly will update the Documentation accordingly.
  24. Assignment. You may not assign this Agreement or any of your rights or obligations hereunder (including the License) without Plotly’s prior written consent. Plotly may assign this Agreement and any of Plotly’s rights and obligations hereunder without your consent to any third party that acquires all or substantially all of Plotly’s assets or business operations related to the Software.
  25. CHOICE OF LANGUAGE. IT IS THE EXPRESS DESIRE OF THE PARTIES THAT THIS AGREEMENT BE DRAWN UP IN THE ENGLISH LANGUAGE. C’EST LA VOLONTÉ EXPRESSE DES PARTIES QUE LA PRÉSENTE CONVENTION AINSI QUE LES DOCUMENTS QUI S’Y RATTACHENT SOIENT RÉDIGÉS EN ANGLAIS.

Plotly Technologies, Inc. October 1, 2021