| Product: Clover |
| License: Open Source License, 0.x, 1.x |
| Issued: Sun May 14 2006 21:59:13 CDT |
| Expiry: Never |
| Maintenance Expiry: Never |
| Key: 965016739f4031c43d67e61b0 |
| Name: Jason Dillon |
| Org: Apache Geronimo |
| Certificate: AAAB8m+Ow8B7/zEbxOMqqKwwrdpP+a1COmJGHco7sCNLjHkHnajPF+dQW |
| Ct12PMy0uml0s9xuus5wKngJ9OFk5DFeh01dzQF66bhXH1HsO1TZPnKl85Q9hY8Obs0fxY |
| 3jhJRbYV9eewtg+KPUM0ZP/Wbb5ulMfvsUoa5QDMxb37PP7IjS6Y7TILtnFKsWjcAJcnyM |
| vXutYDtZPvEOMbsyTHE4MzPomVPAGAjH+e37E9Xf7HnRSrmxtrGX+wdaBOlZFUIIcVHKT2 |
| IaGToLZnx7FvfE3rzyQCYtS+r0E+H61c+dANzySy5PEH2JEyL8M9JrwgTFGTe9XehwbXSw |
| 3rzyj+Do+A4z6GozKlpUiRgORCIov0TFUSq6wt++NrcqV32Gy0SsCE4DSqOEWMu1SNO6DC |
| F8+BHyh4o/psqn6UtttZTkr9KOX8eHcQusTwT8jtcgI6XS6UVJhZw2Jd66PWk0Mhyp9Mi1 |
| qmEON/sx8i8b0E5YT8A57ClUEYf7rgAO7OaipoErnIrE60wdwc6jnI3eIBoIbgpn/TsS5o |
| fLvPWGsTvKKzIE5CuTSdkQjnPNbFwSOk7CYjrnUPpQTwCas/wc/Xvv86MdfjIJdfszTjZ+ |
| cfU4QADOXEpG/GxthECSbXnVWPukoD6RpUQIQ+3LGIJIo5WKWiEEVLBK8QP6iPMkjQp7Wb |
| IcxJc1LFrkQARhwwvCBUEzAjEmJ9aCeL/yTEfQS3qvlAQOTfwcVt1NKZQrWZX9oBpB5OKU |
| fjIldlc5N0xGP3DWwWCl2oAarSEDMcO72MmBiLiW0OuDlBCD060e50Vc6ebOp0FGZ0X7bL |
| AfBmByN23P/6Z |
| License Agreement: CLOVER VERSION 1 (ONE) SOFTWARE LICENSE AGREEMENT |
| |
| 1. Licenses and Software |
| |
| Cortex eBusiness Pty Ltd, an Australian Proprietary Limited Company |
| ("CENQUA") hereby grants to the purchaser (the "LICENSEE") a limited, |
| revocable, worldwide, non-exclusive, non-transferable, |
| non-sublicensable license to use the Clover version 1 (one) software |
| (the "Software"), including any minor upgrades thereof during the Term |
| (hereinafter defined) up to, but not including the next major version |
| of the Software. The licensee shall not, or knowingly allow others to, |
| reverse engineer, decompile, disassemble, modify, adapt, create |
| derivative works from or otherwise attempt to derive source code from |
| the Software provided. And, in accordance with the terms and |
| conditions of this Software License Agreement (the "Agreement"), the |
| Software shall be used solely by the licensed users in accordance with |
| the following edition specific conditions: |
| |
| a) Server Edition |
| |
| A Server Edition license entitles the Licensee to execute one instance |
| of Clover Server Edition on one (1) machine for the purposes of |
| instrumenting source code and generating reports. There are no |
| limitations on the use of the instrumented source code or generated |
| reports produced by Server Edition. |
| |
| b) Workstation Edition |
| |
| A Workstation Edition license entitles the licensee to use Clover |
| Workstation Edition on one (1) machine by one (1) individual end |
| user. Workstation Edition does not permit the generation of reports |
| for distribution. |
| |
| c) Team Edition |
| |
| A Team Edition license entitles the licensee to use Clover Team |
| edition on any number of machines solely by the licensed number of |
| users. Reports generated by Clover Team Edition are strictly for use |
| only by the licensed number of individual end users. |
| |
| 2. License Fee |
| |
| In exchange for the License(s), the Licensee shall pay to Cenqua a |
| one-time, up front, non-refundable license fee. At the sole discretion |
| of Cenqua this fee will be waived for non-commercial |
| projects. Notwithstanding the Licensee's payment of the License Fee, |
| Cenqua reserves the right to terminate the License if Cenqua discovers |
| that the Licensee and/or the Licensee's use of the Software is in |
| breach of this Agreement. |
| |
| 3. Proprietary Rights |
| |
| Cenqua will retain all right, title and interest in and to the |
| Software, all copies thereof, and Cenqua website(s), software, and |
| other intellectual property, including, but not limited to, ownership |
| of all copyrights, look and feel, trademark rights, design rights, |
| trade secret rights and any and all other intellectual property and |
| other proprietary rights therein. The Licensee will not directly or |
| indirectly obtain or attempt to obtain at any time, any right, title |
| or interest by registration or otherwise in or to the trademarks, |
| service marks, copyrights, trade names, symbols, logos or designations |
| or other intellectual property rights owned or used by Cenqua. All |
| technical manuals or other information provided by Cenqua to the |
| Licensee shall be the sole property of Cenqua. |
| |
| 4. Term and Termination |
| |
| Subject to the other provisions hereof, this Agreement shall commence |
| upon the Licensee's opting into this Agreement and continue until the |
| Licensee discontinues use of the Software or the Agreement terminates |
| automatically upon the Licensee's breach of any term or condition of |
| this Agreement (the "Term"). Upon any such termination, the Licensee |
| will delete the Software immediately. |
| |
| 5. Copying & Transfer |
| |
| The Licensee may copy the Software for back-up purposes only. The |
| Licensee may not assign or otherwise transfer the Software to any |
| third party. |
| |
| 6. Specific Disclaimer of Warranty and Limitation of Liability |
| |
| THE SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND. CENQUA |
| DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT |
| LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A |
| PARTICULAR PURPOSE. CENQUA WILL NOT BE LIABLE FOR ANY DAMAGES |
| ASSOCIATED WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ORDINARY, |
| INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING |
| BUT NOT LIMITED TO DAMAGES RELATING TO LOST DATA OR LOST PROFITS, EVEN |
| IF CENQUA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| |
| 7. Warranties and Representations |
| |
| Licensee Indemnification. CENQUA agrees to indemnify, defend and hold |
| the Licensee harmless from and against any and all liabilities, |
| damages, losses, claims, costs, and expenses (including reasonable |
| legal fees) arising out of or resulting from the Software or the use |
| thereof infringing upon, misappropriating or violating any patents, |
| copyrights, trademarks, or trade secret rights or other proprietary |
| rights of persons, firms or entities who are not parties to this |
| Agreement. |
| |
| CENQUA Indemnification. The Licensee warrants and represents that the |
| Licensee's actions with regard to the Software will be in compliance |
| with all applicable laws; and the Licensee agrees to indemnify, |
| defend, and hold CENQUA harmless from and against any and all |
| liabilities, damages, losses, claims, costs, and expenses (including |
| reasonable legal fees) arising out of or resulting from the |
| Licensee's failure to observe the use restrictions set forth herein. |
| |
| 8. Publicity |
| |
| The Licensee grants permission for CENQUA to use Licensee's name |
| solely in customer lists. CENQUA shall not, without prior consent in |
| writing, use the Licensee's name, or that of its affiliates, in any |
| form with the specific exception of customer lists. CENQUA agrees to |
| remove Licensee's name from any and all materials within 7 days if |
| notified by the Licensee in writing. |
| |
| 9. Governing Law |
| |
| This Agreement shall be governed by the laws of New South Wales, |
| Australia. |
| |
| 10. Independent Contractors |
| |
| The parties are independent contractors with respect to each other, |
| and nothing in this Agreement shall be construed as creating an |
| employer-employee relationship, a partnership, agency relationship or |
| a joint venture between the parties. |
| |
| 11. Assignment |
| |
| This Agreement is not assignable or transferable by the Licensee. |
| CENQUA in its sole discretion may transfer a license to a third party |
| at the written request of the Licensee. |
| |
| 12. Entire Agreement |
| |
| This Agreement constitutes the entire agreement between the parties |
| concerning the Licensee's use of the Software. This Agreement |
| supersedes any prior verbal understanding between the parties and any |
| Licensee purchase order or other ordering document, regardless of |
| whether such document is received by CENQUA before or after execution |
| of this Agreement. This Agreement may be amended only in writing by |
| CENQUA. |