This Strapi Enterprise Edition (EE) supplemental license (this “EE Supplemental License”) governs the use of this software and documentation (collectively, the “EE Software”) by you and any entity you represent (collectively, “You”). If You have separately entered into the Strapi, Inc. Enterprise Agreement (the “Enterprise Agreement”), then this EE Supplemental License hereby incorporates by reference the Enterprise Agreement and modifies the Enterprise Agreement solely to the extent set forth herein. If You have separately entered into the Strapi, Inc. Subscription Agreement (the “Subscription Agreement”), then this EE Supplemental License hereby incorporates by reference the Agreement and modifies the Subscription Agreement solely to the extent set forth herein. If You have not entered into either the Enterprise Agreement or the Subscription Agreement, then You may use the EE Software solely as set forth in Section 2 below. 

In the event of a direct conflict between the terms of this EE Supplemental License and the terms of the Enterprise Agreement or the Subscription Agreement, as applicable, the terms of this EE Supplemental License will control. Except to the extent modified by this EE Supplemental License, the Enterprise Agreement or the Subscription Agreement, as applicable, remain in full force and effect in accordance with its terms.

By using the EE Software, You hereby agree to the below terms and conditions.

1. Notwithstanding any terms to the contrary in the Enterprise Agreement or Subscription Agreement, You may copy, modify and publish patches to the EE Software in a production environment (such copies, “Production Copies,” such modifications, “Production Modifications” and such patches, “Production Patches”) if and only if (a) You have agreed to, and are in full compliance with, the Enterprise Agreement or Subscription Agreement, as applicable, and (b) You have a valid license to the EE Software for the correct number of projects. You agree that Strapi and/or its licensors (as applicable) will own all right, title and interest in and to all such Production Copies, Production Modifications and Production Patches. You may display and/or distribute such Production Copies, Production Modifications and Production Patches if and only if (i) You have a valid license to the EE Software for the correct number of projects and (ii) You are in compliance with the Enterprise Agreement or Subscription Agreement, as applicable. You hereby assign to Strapi all right, title and interest in and to all Production Copies, Production Modifications and Production Patches, including all intellectual property rights embodied in or related to the foregoing.

2. Notwithstanding the foregoing, You may copy and modify the EE Software solely for development and testing purposes (such copies, “Development Copies” and such modifications, “Development Modifications”) with or without a license to the EE Software if your use is in compliance with this Section 2. You agree that Strapi and/or its licensors (as applicable) will own all right, title and interest in and to all Development Copies and Development Modifications and You hereby assign to Strapi all right, title and interest in and to all Development Copies and Development Modifications, including all intellectual property rights embodied in or related to the foregoing. If You do not have a license to the EE Software, then You further agree as follows:

Other than as expressly set forth in this Section 2, You may not (a) copy or modify the EE Software, (b) create derivative works of the EE Software, (c) remove or modify any notice of any patent, copyright, trademark, or other proprietary rights that appear on or in the EE Software, (d) reverse engineer, decompile, translate, disassemble, or discover the source code of all or any portion of the EE Software, (e) publicly display all or any part of the EE Software, (f) distribute, disclose, market, lease, publish, merge, resell, assign, loan, sublicense, rent, or transfer the EE Software to any third party, (g) use the EE Software for any dial-up, remote access, interactive, or other on-line or hosted service, or to provide a service bureau, time share, or other services to third parties, (h) merge the EE Software into another product, (i) disclose the results of any EE Software performance benchmarks or test results to any third party without Strapi’s prior written consent, (j) use any trademarks, logos, service marks, trade names of Strapi, or any portion thereof, without Strapi’s prior written consent, (k) use the EE Software, or any portion thereof, in a manner that does not comply with applicable law, regulations, or governmental orders, or (l) use or store the EE Software on equipment not owned or controlled by Customer. 

THE EE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  FURTHER, STRAPI DOES NOT REPRESENT OR WARRANT THAT (A) THE ACCESS TO OR USE OF THE EE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE EE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE PRODUCE ANY PARTICULAR RESULTS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, OR STRAPI WILL DETECT ANY BUG IN THE EE SOFTWARE, (D) THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (E) THIRD-PARTY DISRUPTIONS OR SECURITY BREACHES OF THE EE SOFTWARE WILL BE PREVENTED.

STRAPI WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 

STRAPI’S ENTIRE LIABILITY TO YOU FOR USE OF THE EE SOFTWARE WILL NOT EXCEED $100.

3. You are not granted any other rights beyond what is expressly stated herein and in the Enterprise Agreement or Subscription Agreement, as applicable.

4. This EE Supplemental License does not apply to Strapi software that is distributed as part of the Strapi Community Edition (CE) (the “CE Software”).