BY CLICKING ON THE "I AGREE" BUTTON AND/OR USING THIS SOFTWARE, YOU REPRESENT AND WARRANT THAT YOU FULLY UNDERSTAND AND AGREE TO COMPLY WITH ALL OF THE FOLLOWING TERMS AND CONDITIONS, AND THAT FAILURE TO ABIDE BY THESE TERMS AND CONDITIONS MAY RESULT IN LEGAL ACTION AGAINST YOU. IF YOU HAVE ANY QUESTIONS AS TO THESE TERMS AND CONDITIONS, WE ENCOURAGE YOU TO SEEK INDEPENDENT COUNSEL PRIOR TO CLICKING ON THE "I AGREE" BUTTON. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT CLICK THE "I AGREE" BUTTON AND YOU MAY NOT USE OR INSTALL THE SOFTWARE.
AGREEMENT: These terms and conditions constitute a legally binding agreement ("AGREEMENT") between (a) you, the "LICENSEE," and (b) Carnegie Mellon University acting through its Software Engineering Institute ("Carnegie Mellon"). As used in this AGREEMENT, "SOFTWARE" collectively means Copper and any and all THIRD PARTY SOFTWARE (as defined below) made available with it.
1. RESERVATION OF OWNERSHIP AND GRANT OF LICENSE: Carnegie Mellon hereby grants to Licensee a non-exclusive, non-transferable license to use the Software (as defined below), without the right to sublicense, as further described in this Agreement. From the date of receipt, Licensee agrees to use its best efforts to protect the Software from unauthorized use, reproduction, distribution, or publication. Carnegie Mellon retains exclusive ownership of any copy of COPPER and any and all respective Third Party Licensors retain exclusive ownership of any and all Third Party Software (as defined below), and any and all rights not expressly granted to Licensee under this Agreement are reserved to the applicable Licensors (as defined below).
As used in this Agreement, the term "Software" collectively means: i) all or any portion of the code (including but not limited to source code) made accessible to Licensee by Carnegie Mellon pursuant to this Agreement, commonly referred to as "COPPER", ii) other tools developed by Carnegie Mellon in support of COPPER that Carnegie Mellon elects, in its sole discretion, to provide or make available to Licensee ("Tools"), and iii) any and all documentation and instructions related to COPPER or Tools that are provided or made available to Licensee and any and all Third Party Software made available with it.
2. THIRD PARTY LICENSORS: COPPER includes and/or makes use of certain third party software ("Third Party Software"). Licensee agrees to comply with any and all the Third Party Software terms and conditions listed below. The parties who own the Third Party Software ("Third Party Licensors") are intended third party beneficiaries to this Agreement with respect to the terms applicable to their Third Party Software. As used in this Agreement, "Licensors" collectively means Carnegie Mellon and any and all Third Party Licensors.
3. PERMITTED USES: The Software may be used solely for Licensee's personal, internal use (the "Purpose").
4. USES NOT PERMITTED: Licensee may not: i) sell, rent, lease, sublicense, lend, time-share or transfer, or provide third parties access to, any or all of the Software and/or any Derivatives made by Licensee; ii) use the Software to reverse engineer, decompile, or disassemble the copyrighted material of a third party except and only to the extent that such activity is expressly permitted by applicable law; or iii) use the Software in a manner that would violate any other license or agreement or any provision of applicable law.
Licensee is not granted any trademark license as part of this Agreement and may not use any names or trademarks of any Licensor without the applicable Licensor's prior written consent. Without limiting the general nature of the prior sentence, Licensee shall not use the name or mark "COPPER," "Carnegie Mellon," "CERT," "SEI," or any renditions thereof without the prior written permission of Carnegie Mellon. To request such permission, please contact firstname.lastname@example.org.
5. FEEDBACK: It is anticipated that Licensee will provide suggestions and/or feedback regarding the Software (including but not limited to bug fixes modifications or suggested improvements). Licensee agrees that Carnegie Mellon may make use of any of Licensee's feedback and/or suggestions and that Licensee is not entitled to any compensation related thereto.
6. CONFIDENTIALITY: Licensee agrees that the Software is the proprietary and confidential information of Carnegie Mellon and that Licensee will not provide the Software to any third parties without the prior written consent of Carnegie Mellon. Licensee shall exercise all reasonable precautions to prevent the disclosure of the Software using a standard of care which is no less than that standard which Licensee maintains to prevent the disclosure of its own proprietary information, but in no event less than a reasonable standard of care. This confidentiality obligation lasts indefinitely except to the extent Carnegie Mellon elects to make the Software publicly available without restriction on confidentiality.
In the event Licensee is required by law or court order to disclose the Software, Licensee shall provide reasonable advance written notice to Carnegie Mellon to allow Carnegie Mellon the opportunity to seek a protective order or other remedy to ensure the confidential handling of such information. Licensee acknowledges that a breach of this Section could cause irreparable harm to Carnegie Mellon which may not be able to be remedied by monetary damages. Therefore, in the event of a breach or suspected breach of this Section, Carnegie Mellon may seek injunctive relief and/or specific performance in addition to any other remedies available to it in law or equity.
7. COPYRIGHT: COPPER was developed by the Software Engineering Institute, c 2006 Carnegie Mellon University. Copyright to any and all Third Party Software remains with the respective Third Party Licensors. The Software is protected by United States copyright laws and applicable international treaties and/or conventions.
8. BACKUPS: Licensee may not make any backups of the Software.
9. ASSIGNMENT: LICENSEE may not assign this AGREEMENT or its rights hereunder without the prior written consent of any and all applicable LICENSORS. Any attempted assignment without such consent shall be null and void.
10. TERM: The term of the license granted by this Agreement is from Licensee's acceptance of this Agreement, as evidenced by Licensee's signature below, for a period of one (1) year, unless terminated as set forth herein.
11. TERMINATION: The Agreement automatically terminates without notice if Licensee fails to comply with any provision of this Agreement (including but not limited to any or all of the Third Party Software terms as reflected by the relevant Third Party Software License Agreements. In addition, any and all licenses to Third Party Software automatically terminate to the extent Carnegie Mellon's right to use such Third Party Software terminates. Licensee may also terminate this Agreement by ceasing using the Software. The parties hereby agree that all provisions which operate to protect the proprietary rights of the Carnegie Mellon and the Third Party Licensors shall remain in force should breach occur and that the obligation of confidentiality described in this Agreement is binding in perpetuity and, as such, survives the term of the Agreement.
Upon expiration of the Term or termination of this Agreement, Licensee shall no longer be authorized to use the Software and shall immediately either (as elected by the Carnegie Mellon) promptly return to the Carnegie Mellon (in a secure manner approved by the Carnegie Mellon), or destroy (as directed by Carnegie Mellon) any portion of the Software (including copies or excerpts of any or all such information) in Licensee's possession. No such portion of the Software shall thereafter be retained in any form by Licensee or any of its employees. Where information is destroyed in lieu of return, or to the extent Licensee would like to destroy copies of Software information from time to time during the term of this Agreement: (a) such destruction must be done in a manner to prevent disclosure or reconstruction (for example, copies must not be stored on hard drives or backup files where the information is electronic, and copies must be burned or shredded completely prior to disposal where the information is in tangible form), and (b) the Licensee must certify in writing that certain Software information has been destroyed.
The parties hereby agree that all provisions which operate to protect the proprietary rights of Licensors shall remain in force should breach occur and that the obligation of confidentiality described in this Agreement is binding in perpetuity and, as such, survives the term of the Agreement.
12. NO WARRANTY: ANY AND ALL INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY AND OTHER PROPERTY AND RIGHTS GRANTED AND/OR PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING THE SOFTWARE, ARE GRANTED AND/OR PROVIDED ON AN "AS IS" BASIS. NEITHER CARNEGIE MELLON NOR ANY OTHER LICENSOR MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, AND ALL SUCH WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED BY THE LICENSORS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF THE LICENSORS MAKES ANY WARRANTY OF ANY KIND RELATING TO EXCLUSIVITY, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, RESULTS TO BE OBTAINED FROM USE, FREEDOM FROM PATENT, TRADEMARK AND COPYRIGHT INFRINGEMENT AND/OR FREEDOM FROM THEFT OF TRADE SECRETS. LICENSEE IS PROHIBITED FROM MAKING ANY EXPRESS OR IMPLIED WARRANTY TO ANY THIRD PARTY ON BEHALF OF ANY LICENSOR RELATING TO ANY MATTER, INCLUDING THE APPLICATION OF OR THE RESULTS TO BE OBTAINED FROM THE INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY OR OTHER PROPERTY OR RIGHTS, INCLUDING THE SOFTWARE, GRANTED AND/OR PROVIDED PURSUANT TO THIS AGREEMENT.
13. EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NO LICENSOR SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY REASON WHATSOVER ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY BREACH OF THIS AGREEMENT) FOR LOSS OF PROFITS OR FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR HAS OR GAINS KNOWLEDGE OF THE EXISTENCE OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NO LICENSOR SHALL BE LIABLE FOR ANY DIRECT DAMAGES UNDER THIS AGREEMENT AND LICENSEE'S EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE TO CEASE USING THE SOFTWARE.
14. INDEMNIFICATION: Licensee hereby agrees to defend, indemnify, and hold harmless Carnegie Mellon, all Third Party Licensors, and their respective trustees, directors, officers, employees, agents, attorneys, successors and assigns from and against any damages, costs, liabilities, settlement amounts and/or expenses (including reasonable attorneys' fees and expenses) incurred by and/or imposed upon any and/or all Licensors and/or its trustees, officers, employees, attorneys and agents in connection with any claim, suit, action or demand arising out of or relating to any exercise of any right or license granted or provided to Licensee under this Agreement, including use of the Software of the Third Party Software, under any theory of liability (including without limitation, actions in the form of tort, warranty, or strict liability, or violation of any law, and regardless of whether such action has any factual basis).
15. SUPPORT AND MAINTENANCE: No Software support or maintenance by the Licensor is provided as part of this Agreement.
16. SEVERABILITY: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
17. NO IMPLIED WAIVERS: No failure or delay by Licensor in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Licensor.
18. GOVERNING LAW & DISPUTES: This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. All claims and/or controversies of every kind and nature arising out of or relating to this Agreement, including any questions concerning its existence, negotiation, validity, meaning, performance, non-performance, breach, continuance or termination shall be settled (1) at SEI's election, by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, in such case (a) the arbitration proceedings shall be conducted before a panel of three arbitrators, with each party selecting one disinterested arbitrator from a list submitted by the AAA and the two disinterested arbitrators selecting a third arbitrator from the list, (b) each party shall bear its own costs of arbitration, (c) all arbitration hearings shall be conducted in Allegheny County, Pennsylvania, and (d) the provisions hereof shall be a complete defense to any suit, action or proceeding instituted in any Federal, state or local court or before any administrative tribunal with respect to any claim or controversy arising out of or relating to this Agreement and which is arbitrable as provided in this Agreement, provided that either party may seek injunctive relief in a court of law or equity to assert, protect or enforce its rights in any intellectual property and/or proprietary or confidential information as described in this Agreement, or (2) in the event that SEI does not elect binding arbitration as permitted in point (1) above, exclusively in the United States District Court for the Western District of Pennsylvania or, if such Court does not have jurisdiction, in any court of general jurisdiction in Allegheny County, Pennsylvania and each party consents to the exclusive jurisdiction of any such courts and waives any objection which such party may have to the laying of venue in any such courts.
Notwithstanding anything to the contrary in the foregoing, LICENSEE agrees that to the extent any disputes or actions involve THIRD PARTY SOFTWARE and/or THIRD PARTY LICENSORS, LICENSEE agrees to comply with any and all applicable choice of law and venue provisions referenced in the applicable THIRD PARTY SOFTWARE license terms below at the request of either SEI and/or the applicable THIRD PARTY LICENSOR.
19. EXPORT: Licensee agrees to comply with any and all applicable U.S. export control laws, regulations, and/or other laws related to embargoes and sanction programs administered by the Office of Foreign Assets Control with respect to its use of the Software.
20. GOVERNMENT RIGHTS: COPPER was created in the performance of Federal Government Contract Number F19628-00-C-0003 with Carnegie Mellon University for the operation of the Software Engineering Institute, a federally funded research and development center. The Government of the United States has a royalty-free government-purpose license to use, duplicate, or disclose COPPER, in whole or in part and in any manner, and to have or permit others to do so, for government purposes pursuant to the copyright license under the clause at 252.227-7013.
BY CLICKING THE "I AGREE" BUTTON, YOU ALSO HEREBY AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF FOLLOWING THIRD PARTY AGREEMENTS SOFTWARE LICENSES:
Copyright (c) 2001-2007,
* George C. Necula
* Scott McPeak
* Wes Weimer
* Ben Liblit
* Matt Harren
All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3. The names of the contributors may not be used to endorse or promote products derived from this software without specific prior written permission.
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 THE COPYRIGHT OWNER OR CONTRIBUTORS 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.
Java Programming Toolkit software license
Software License Agreement
This software, and other information, is protected by copyright laws and international treaties. Hewlett-Packard Company, and its subsidiary Hewlett-Packard Development Company, L.P., (collectively "HP") reserves all rights except those expressly granted below.
c Hewlett-Packard Development Company, LP
HP does not warrant the accuracy or completeness of the software and other information. This software and other information may have errors or other defects. Any use made of, or reliance on, such information is entirely at user's own risk.
By downloading any software or other information you agree to be bound by the terms and conditions of this license agreement.
You may download and use personally the software for non-commercial purposes free of charge or further obligation. Your may not, directly or indirectly, distribute the software for a fee, incorporate this software into any product offered for sale, or use the software to provide a service or a product for which a fee is charged.
You may download, modify and redistribute the software to individuals for personal, non-commercial purposes free of charge provided that such individuals agree to only use the modified software according to the terms of this agreement.
The software and other information is furnished "as is" without any expressed or implied warranty of any kind. All implied warranties of merchantability and fitness for a purpose are disclaimed. HP shall not be liable for any direct, indirect, special, incidental or consequential damages arising out of any use of the software and other information.
For inquiries please contact: Hewlett-Packard Company
22. ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.
BY CLICKING THE "I AGREE" BUTTON, YOU HEREBY AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY CLICKING THE "I AGREE" BUTTON, YOU ALSO HEREBY AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF ALL THIRD PARTY AGREEMENTS CONTAINED WITHIN.