Product: Clover | |
License: Apache OS License, 0.x, 1.x | |
Issued: Fri Nov 5 2004 00:10:15 CST | |
Expiry: Never | |
Key: 6c31947b76be866e9243758d8 | |
Name: Apache Foundation | |
Org: Apache Software Foundation | |
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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. |