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diff --git a/licenses/yangcli-pro b/licenses/yangcli-pro new file mode 100644 index 000000000000..ff067d817cbf --- /dev/null +++ b/licenses/yangcli-pro @@ -0,0 +1,261 @@ +YumaWorks License Agreement +yangcli-pro End User License Agreement + +YumaWorks, Inc., Licensor, ("YumaWorks") is willing to license the software contained herein +("Licensed Software") only on the condition that you accept all of the terms in this Agreement. + +PLEASE READ THE TERMS CAREFULLY. BY LOADING, DOWNLOADING, MODIFYING, OR +OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THIS +LICENSE AGREEMENT. + +If you do not agree to these terms, YumaWorks is unwilling to license the software to you. In +such event, you may not use the licensed software, and you should promptly contact +YumaWorks for instructions on erasing and/or inactivating it. +NOTE: +• THE LICENSED SOFTWARE IS LIMITED TO USE BY A SINGLE USER +• THE LICENSED SOFTWARE MAY INSTALLED ON ONE COMPUTER. +SEE EXHIBIT B. +• THE LICENSED SOFTWARE CANNOT BE DISTRIBUTED TO OTHERS. +• THE TEST RESULTS FROM USE OF THE LICENSED SOFTWARE TESTS CANNOT +BE PUBLISHED IN ANY WAY. +• THE SOFTWARE AND ACCOMPANYING USER DOCUMENTATION ARE PROTECTED +BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. +UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND +CRIMINAL PENALTIES. +• THE SOFTWARE USES EXTERNAL LIBRARIES AND OPEN-SOURCE C MODULES +WHICH HAVE THEIR OWN LICENSE. REFER TO yumapro-legal-notices.pdf. + +This License Agreement (the "Agreement") is made as of the purchase date (the "Effective +Date"), by and between YumaWorks, Inc., a California corporation that may be contacted at 685 +Cochran St., #160, Simi Valley, CA, 93065 ("YumaWorks") and you ("Licensee"). + +RECITALS +A. YumaWorks owns the rights to grant licenses to certain computer software modules used in +implementing certain networking protocols described in Exhibit A. +B. YumaWorks desires to grant and Licensee desires to receive a non- exclusive license to such +YumaWorks computer software modules in accordance with the terms and conditions of this +Agreement. +NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties +agree as follows: + +1. DEFINITIONS +1.1 Licensed Software means YumaWorks's computer software modules and documentation +thereof, as specified in Exhibit A, including bug fixes and updates there to provided to +Licensee in connection with this Agreement. +1.2 Intellectual Property Rights means patent rights, copyright rights, trade secret rights, +and any other intellectual property rights. +1.3 Binary Code means the portion of the Licensed Software which is licensed to Licensee in +machine executable binary form, as specified in Exhibit A. +1.4 Source Code means the portion of the Licensed Software which is licensed to Licensee in +human-readable form, as specified in Exhibit A. + +2. LICENSE GRANTS +2.1 Binary Code Use License. Subject to the terms and conditions of this Agreement, and +upon payment by Licensee to YumaWorks of the license fees set forth in Section 6.1, +YumaWorks grants Licensee a non-exclusive, non-transferable license to use the Binary Code +(if any) for internal use only, for the sole purpose of defining and managing networking devices +on its own internal (enterprise) network. Licensee may use the Binary Code (if any) as +specified in Exhibit B. Licensee agrees to comply with all reasonable monitoring requirements +imposed by YumaWorks to ensure compliance with the license restrictions. +2.2 No Sublicense Right. Licensee has no right to transfer, sublicense or otherwise distribute +the Licensed Software to any third party. +2.3 Other Restrictions in License Grants. Licensee may not: (i) disassemble, decompile or +reverse engineer the Binary Code nor permit any third party to do so; (ii) copy the Licensed +Software, except as necessary to use the Licensed Software in accordance with the license +granted under Sections 2.1, and except for a reasonable number of backup copies; or (iii) use +the Licensed Software in any manner to provide testing or other computer services to third +parties. +2.4 No Trademark License. Licensee has no right or license to use any trademark of +YumaWorks or its suppliers during or after the term of this Agreement. In particular, and +without limiting the foregoing, Licensee may not use any trademark of YumaWorks or the +name "YumaWorks", without consent of YumaWorks, in making any statement or +representation concerning results of testing and verification performed using the Licensed +Software. +2.5 Proprietary Notices. The Licensed Software is copyrighted. All proprietary notices +incorporated in, marked on, or affixed to the Licensed Software by YumaWorks or its suppliers +shall be duplicated by Licensee on all copies, in whole or in part, in any form and not altered, +removed, or obliterated. +2.6 Reservation. YumaWorks and its suppliers reserve all rights and licenses to the Licensed +Software not expressly granted to Licensee under this Agreement. + +3. DELIVERY OF LICENSED SOFTWARE +Licensee may access the Licensed Software upon acceptance of this agreement. + +4. WARRANTIES +4.1 No Warranty. +THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS +"AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED +TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A +PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL YumaWorks, Inc. BE +LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR +CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF +SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS +INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER +IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR +OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF +ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. +4.2 Warranty Exclusion and Disclaimer. THE WARRANTY WITH RESPECT TO THE +LICENSED SOFTWARE WILL BE VOID AND OF NO EFFECT IF LICENSEE MODIFIES THE +SOURCE CODE. THE WARRANTIES SET FORTH IN SECTION 4.1 ARE IN LIEU OF, AND +YumaWorks EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND +IMPLIED, WRITTEN AND ORAL, INCLUDING BUT NOT LIMITED TO ANY IMPLIED +WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND +NON-INFRINGEMENT. YumaWorks DOES NOT WARRANT THAT OPERATION OF THE +LICENSED SOFTWARE WILL BE ERROR FREE. SOME MODULES OF THE LICENSED +SOFTWARE ARE DERIVED FROM THIRD PARTY SOFTWARE AND NO SUCH THIRD +PARTY WARRANTS THE MODULES, ASSUMES ANY LIABILITY REGARDING USE OF +THE MODULES, OR UNDERTAKES TO FURNISH ANY SUPPORT OR INFORMATION +RELATING TO THE MODULES. + +5. MAINTENANCE AND UPDATES +5.1 Maintenance. Subject to YumaWorks's limited resources, YumaWorks will, at no +additional charge to Licensee, provide Licensee with reasonable technical support for the +warranty period as specified in Section 4.1 via e-mail during YumaWorks's normal business +hours. +5.2 Updates. If and when YumaWorks develops updates to the Licensed Software from time +to time, YumaWorks, at its sole discretion, may, but has no obligation to, provide Licensee with +separately priced updates for the Licensed Software at the request of Licensee. All such +updates will be considered "Licensed Software" and subject to all terms and conditions of this +Agreement. + +6. LICENSE FEE +6.1 License Fee. In consideration of the licenses granted in Section 2, above, Licensee shall +pay YumaWorks a non-refundable license fee in accordance with YumaWorks's then current +price list within thirty (30) days after the Effective Date. +6.2 Update Fee. In the event YumaWorks provides Licensee with an update to the Licensed +Software in accordance with Section 5.2, Licensee shall pay YumaWorks the then-current +YumaWorks standard update fee within thirty (30) days after receipt of such update. +6.3 Taxes and Duties. In addition to the license and update fees set forth above, Licensee +shall pay all sales, use, or other taxes and fees imposed as a result of payment of the fees set +forth above, if any, other than taxes measured by YumaWorks's net income. + +7. INTELLECTUAL PROPERTY RIGHTS +7.1 Title. All right, title and interest in and to the Licensed Software, and all Intellectual +Property Rights embodied therein shall at all times remain with YumaWorks or its suppliers, as +applicable. +7.2 Confidential Information. Licensee acknowledges and agrees that the Licensed +Software contains confidential, proprietary information and trade secrets of YumaWorks. For +the longer of: (i) a period of five (5) years after the date of disclosure or (ii) the expiration or +termination of this Agreement, Licensee shall not disclose or make available any portion of the +Licensed Software or any information derived from the Licensed Software to any person or +entity except to those of Licensee's employees for whom access is necessary in order to +perform their jobs in accordance with this Agreement. The standard of care Licensee must +exercise to meet these obligations is the standard it exercises with respect to its own +confidential information of a similar nature, but in no event less than due care. This obligation +does not apply to information: (a) known by Licensee prior to its receipt from YumaWorks and +not subject to restriction on disclosure; (b) rightfully received by Licensee from a third party +without restriction on disclosure; or (c) publicly available other than as a result of any act or +omission of Licensee. +7.3 Contractors. In the event that Licensee elects to have a third party contractor modify the +Source Code pursuant to Section 2.1 above, Licensee will require such contractor to enter into +a written confidentiality agreement with Licensee which (i) is no less restrictive than this +Section 7, and (ii) requires such contractor to promptly deliver to Licensee all of YumaWorks +confidential information and the Source Code upon completion of such modifications and +certify in writing to Licensee that it has delivered all such materials. + +8. LIMITATION OF LIABILITY +IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF YumaWorks IN +CONNECTION WITH THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND, +INCLUDING THOSE BASED UPON CONTRACT AND TORT (INCLUDING NEGLIGENCE +AND STRICT LIABILITY), EXCEED THE LICENSE FEES RECEIVED BY YumaWorks FROM +LICENSEE. IN NO EVENT WILL YumaWorks OR ITS SUPPLIERS BE LIABLE FOR LOSS +OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION OR ANY SPECIAL, +INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER +CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER CONTRACT OR TORT +(INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING IN ANY WAY OUT OF THIS +AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND +NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. + +9. TERM AND TERMINATION +9.1 Term. The term of this Agreement shall be for a period of one (1) year from its Effective +Date of the Agreement, unless earlier terminated or canceled in accordance with the +provisions of this Agreement. +9.2 Termination. +9.2.1 Material Breach. Either party may terminate this Agreement if the other party breaches +any material term or condition of this Agreement and fails to cure that breach within thirty (30) +days after receiving written notice of the breach. Notwithstanding the foregoing, YumaWorks +may terminate this Agreement effective immediately upon written notice to Licensee without +any cure period in the event of breach of confidentiality obligation herein. +9.2.2 Financial Difficulties. Either party may terminate this Agreement effective immediately +upon written notice to the other party if the other party files a voluntary petition in bankruptcy +or otherwise seeks protection under any law for the protection of debtors; has a proceeding +instituted against it under any provision of the bankruptcy laws which is not dismissed within +sixty (60) days; is adjudged to be bankrupt; has a court assume jurisdiction of its assets under +a reorganization act; has a trustee or receiver appointed by a court for all or a substantial +portion of its assets; becomes insolvent, suspends or ceases to do business; makes an +assignment of all or a substantial portion of its assets for the benefit of its creditors; or admits +in writing its inability to pay its debts as they become due. +9.3 Effect of Termination/Expiration. Upon termination or expiration of this Agreement: (i) +the rights and licenses granted to Licensee pursuant to this Agreement automatically +terminate; (ii) Licensee shall, within thirty (30) days, ship to YumaWorks or destroy (including +the purging from any system or storage media) all items and information in Licensee's +possession that are confidential or proprietary to YumaWorks or its suppliers, including but not +limited to all Licensed Software and all copies thereof, if any, and an officer of Licensee shall +certify in writing to YumaWorks that all such confidential or proprietary items and information +have been returned to YumaWorks or destroyed; and (iii) all outstanding invoices for amounts +owed to YumaWorks by Licensee shall automatically accelerate and become due and payable +on the effective date of termination. +9.4 Survival. The provisions of Sections 2.4, 4.2, 7, 8, 9.3, 10.1, 10.5, and 10.8 shall survive +the expiration, cancellation, or termination of this Agreement. + +10. GENERAL PROVISIONS +10.1 Governing Law. This Agreement shall be governed by the internal laws of the State of +California, excluding its conflict of laws rules. The parties consent to the personal and +exclusive jurisdiction and venue of the northern district of California federal and state courts, +as applicable. +10.2 Assignment. Licensee shall not assign this Agreement or any right hereunder, or +delegate any obligation created under this Agreement to any third party without prior written +consent of YumaWorks. YumaWorks, however, may assign this Agreement to any person or +entity with which it has merged or which has otherwise succeeded to all or substantially all of +the business and assets of YumaWorks, and which has assumed in writing or by operation of +law its obligations under this Agreement. Any attempted assignment or delegation without the +required written consent shall be null and void. +10.3 Modification. No modification to this Agreement nor any waiver of any rights shall be +effective unless consented to in writing and the waiver of any breach or default shall not +constitute a waiver of any other right or of any subsequent breach or default. +10.4 Force Majeure. Neither YumaWorks nor any of its suppliers shall be liable for any loss, +expense, or damage caused by delays or failures in performance resulting from acts of God, +supplier delay, or any other cause beyond the reasonable control of YumaWorks or its +suppliers. +10.5 Attorneys' Fees. In the event of any dispute resolution proceeding between the parties, +the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. A +"prevailing party" shall mean a party who receives all or substantially all of the relief sought by +such party. +10.6 Severability. If any provision of this Agreement is ruled unenforceable, it shall be +enforced to the extent permissible, the parties shall negotiate a substitute valid provision +which most nearly effects the parties' original intent, and the remainder of the Agreement shall +remain in effect. +10.7 Independent Contractor. The parties are each independent contractors and not joint +venturers, partners, agents, or representatives of the other. Neither party has any right to +create any obligation on the part of the other party. +10.8 Equitable Relief. Licensee acknowledges that any breach of its obligations under this +Agreement with respect to the intellectual property rights or confidential information of +YumaWorks will cause YumaWorks irreparable injury for which there are inadequate remedies +at law, and therefore, YumaWorks will be entitled to equitable relief in addition to all other +remedies provided by this Agreement or available at law. +10.9 Notice. All notices and requests required or authorized hereunder, shall be given in +writing either by personal delivery to the party to whom notice is given, or by registered or +certified airmail, postage prepaid, return receipt requested. The date upon which any such +notice is so personally delivered, or if the notice is given by registered or certified airmail, the +date upon which it is received as set forth on the returned receipt, shall be deemed to be the +date of such notice, irrespective of the date appearing therein. +If to YumaWorks : +YumaWorks, Inc. +685 Cochran St. #160 +Simi Valley, CA 93065 +Attn: Legal Department +Phone: 805.397-8277 +If to Licensee: +Per the information on the Purchase Order. +The address of the parties may be changed by notice given in accordance with this section. + +11. ENTIRE AGREEMENT. This Agreement constitutes the entire and exclusive agreement +between the parties with respect to the subject matter hereof. All previous and +contemporaneous discussions and oral and written agreements with respect to this subject +matter are superseded by this Agreement. +12. RESTRICTED RIGHTS LEGEND. This software is provided with RESTRICTED RIGHTS. +Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in +subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at +DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software +- Restricted Rights at 48 CFR 52.227-19, as applicable. The "Manufacturer" for purposes of +these regulations is YumaWorks Inc, 685 Cochran St., #160, Simi Valley, CA, U.S.A |