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
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.
• 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
• 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").
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
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties
agree as follows:
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
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
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.
4.1 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
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
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
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.
9.2.1 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,
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
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
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 :
685 Cochran St. #160
Simi Valley, CA 93065
Attn: Legal Department
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