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Development, Test, and Evaluation Agreement

BY INSTALLING OR USING MONGODB INC.'S MONGODB DATABASE SOFTWARE ENTERPRISE EDITION OR OTHER SOFTWARE PROVIDED BY MONGODB INC. (“TECHNOLOGY”), YOU ARE AGREEING ON BEHALF OF THE ENTITY LICENSING THE PRODUCT ("LICENSEE") THAT LICENSEE WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS MONGODB INC. DEVELOPMENT, TEST, AND EVALUATION AGREEMENT ("AGREEMENT") AND THAT YOU HAVE THE AUTHORITY TO BIND LICENSEE. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE PRODUCT. LICENSEE HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE PRODUCT UNLESS AND UNTIL IT AGREES TO BE BOUND BY THESE LICENSE TERMS. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY YOU INSTALL OR USE THE PRODUCT. IF LICENSEE HAS ENTERED INTO A SEPARATE LICENSE AGREEMENT WITH MONGODB INC. FOR THE PRODUCT, THE TERMS OF SUCH SEPARATE LICENSE AGREEMENT SHALL GOVERN LICENSEE’S USE OF TECHNOLOGY.

  1. LICENSE & USE OF TECHNOLOGY. MongoDB Inc. grants Customer a limited, no-charge, non-transferable, and non-exclusive license to use the MongoDB database software provided by MongoDB Inc. (the “Technology”) in Customer’s internal environment for development, testing, and evaluation purposes only. In no event shall Customer be entitled to use the Technology in a production or commercial environment under this Agreement. MongoDB Inc. retains all right, title, and interest in and to the Technology at all times.

  2. TERM. This Agreement will remain in effect, unless terminated earlier as set forth in this Agreement.

  3. DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY. Customer understands that the Technology may have defects or deficiencies which may not be corrected by MongoDB Inc. THE TECHNOLOGY IS PROVIDED TO CUSTOMER "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES CONCERNING THE INSTALLATION, USE, OR PERFORMANCE OF THE TECHNOLOGY. MONGODB INC. AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. MONGODB INC. AND ITS SUPPLIERS DO NOT WARRANT THAT THE TECHNOLOGY WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. Without limiting the generality of the foregoing disclaimer, the Technology is not specifically designed, manufactured or intended for use in the planning, construction, maintenance, control, or direct operation of nuclear facilities, aircraft navigation, control or communication systems, weapons systems, or direct life support systems. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) ANY LOST PROFIT OR LOST SAVINGS (WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE, OR COMPUTER FAILURE, SUPPORT FAILURE, OR ANY OTHER CAUSE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN ANY EVENT, AND NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF MONGODB INC. UNDER THIS AGREEMENT FOR ANY REASON AND UPON ANY CAUSES OF ACTION SHALL BE LIMITED TO TWENTY-FIVE DOLLARS (US$25.00).

  4. CONFIDENTIALITY. This Agreement’s specific terms are “Confidential Information,” and so is information that the parties disclose to each other in connection with this Agreement if it is identified as confidential at the time of disclosure or should be reasonably known by the receiving party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as expressly authorized herein, the receiving party will hold in confidence and not use or disclose any Confidential Information. Confidential Information does not include information which the receiving party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the receiving party; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the receiving party who had no access to such information.

  5. TERMINATION. Customer may terminate this Agreement for any or no reason at any time upon written notice to MongoDB Inc.. Sections 3, 4, and 6 of this Agreement shall survive any termination or expiration of this Agreement. MongoDB Inc. may terminate this Agreement upon 30 days written notice to Customer, provided however, if Customer is in material breach of this Agreement, MongoDB Inc. may terminate this Agreement immediately upon written notice to Customer.

  6. MISCELLANEOUS.

6.1 Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to its rules of conflict of laws. In the event of any action or dispute between the parties, the exclusive jurisdiction of state and federal courts in New York, New York shall apply. In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply to, or govern, this Agreement. Any action brought under this Agreement shall be conducted in the English language.

6.2 Notwithstanding Section 6.1, MongoDB Inc. may enforce any judgment rendered by such court in any court of competent jurisdiction, and MongoDB Inc. may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights.

6.3 Export Law Assurances. Customer acknowledges that the Technology may be subject to U.S. and/or Canadian export and import control laws, and agrees to comply fully with those laws in connection with the Technology. Customer will not acquire the Technology for, or ship, transfer, or re-export, directly or indirectly, the Technology to proscribed or embargoed countries or their nationals, nor will Customer use the Technology for nuclear activities, chemical or biological weapons, or missile projects unless authorized by the U.S. government. Customer hereby certify that it is not prohibited by the U.S. government from participating in export or re-export transactions.

6.4 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party shall assign this Agreement (or any part thereof) without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets and/or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this section will be null and void.

6.5 Merger. This Agreement, including any exhibits to this Agreement, constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the parties (whether written or oral) relating to the subject matter of this Agreement. This Agreement may be modified or amended solely in a writing signed by both parties.

This Agreement was last revised on 27 August 2013.