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SOFTWARE LICENSE AGREEMENT - COMMERCIAL JVMDOWNGRADER SUBSCRIPTION | ||
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Wagyourtail is willing to license the JVMDowngrader java transformer | ||
to you on an annual subscription basis upon the condition that you | ||
accept all of the terms contained in this license agreement. Please | ||
read the terms and conditions of this license carefully. | ||
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1. DEFINITIONS | ||
"Licensed Software" means the JVMDowngrader | ||
software and Related Materials which are provided to you for your | ||
use with the Licensed Software. | ||
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"Related Materials" means all documentation and machine readable | ||
materials (including libraries, executables, source files, header files | ||
and data files) provided to you by Wagyourtail. | ||
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"Software Build Server" means a computer system used for the | ||
compilation and packaging of your commercial software product. | ||
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"Program Upgrade" means a version of the Licensed Software and | ||
Related Materials which differs from the initially licensed release | ||
by correction of Program Errors and by certain functionality changes. | ||
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A "Program Error" means a malfunction in the Licensed Software which | ||
prevents the Licensed Software from functioning as specified in | ||
Section 4 of this Agreement. A malfunction shall not be considered a | ||
Program Error if its solution is outside of the scope of currently | ||
known computing methodology, such scope being that generally accepted | ||
in the software development community. | ||
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2. LICENSE TO USE LICENSED SOFTWARE IN A COMMERCIAL SETTING | ||
Wagyourtail hereby grants to you (the "Licensee") a non-exclusive, | ||
non-transferable, royalty-free, limited-term license to use the | ||
Licensed Software and Related Materials on a single Software Build | ||
Server, as well as on up to 5 developer workstations for the purpose | ||
of validation and testing, No license is granted to you for any other purpose. | ||
You may not distribute the Licensed Software and/or Related Materials in | ||
whole or in part, to any third party. | ||
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You acknowledge that nothing in this Agreement gives you the right to | ||
use any trademark, trade name or service mark of Wagyourtail. | ||
Wagyourtail retains exclusive ownership of the Licensed Software and | ||
Related Materials. | ||
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3. SUPPORT OF LICENSED SOFTWARE | ||
Wagyourtail agrees to provide the Licensee with Software Support of the | ||
Licensed Software and Related Materials for the period of this limited | ||
term license. "Software Support" is defined as: | ||
(i) The supply of information by Wagyourtail regarding the installation | ||
and use of the Licensed Software and Related Materials. Such supply | ||
will occur in a timely fashion, namely two (2) weeks at most following | ||
Wagyourtail's receipt of Licensee's request for such information. | ||
(ii) The supply of Program Upgrades to the Licensed Software and Related | ||
Materials, as and when such upgrades become available. | ||
(iii) The correction of Program Errors in the Licensed Software as and | ||
when reported by Licensee. Such correction will occur in a timely | ||
fashion, agreed upon by both parties. | ||
(iv) The addition of new functionality to the Licensed Software within the | ||
current scope of the software's capabilities as described in Section 4. | ||
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4. FUNCTIONAL SPECIFICATION OF LICENSED SOFTWARE | ||
The Licensed Software shall perform manipulation of Java bytecode files | ||
as described in the documentation section of the Related Materials. | ||
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5. TERM AND TERMINATION OF AGREEMENT | ||
This Agreement shall commence on the date which the Licensee installs | ||
the Licensed Software (the "Effective Date"). | ||
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The initial term of this Agreement will be for one (1) year following | ||
the Effective Date. This license will automatically terminate following | ||
that term unless the Licensee pays to Wagyourtail an annual license fee | ||
for the Licensed Software agreed upon by both parties. Upon such payment, the | ||
term and provisions of this license will be extended for a further | ||
one (1) year period. Extension of the license term may be repeated | ||
indefinitely. | ||
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In the event that Wagyourtail fails, during the limited term of the | ||
license, to honor the support commitments described in Section 3, | ||
the Licensee may terminate the Agreement. | ||
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Wagyourtail may terminate this Agreement immediately should the Licensee | ||
materially breach any of its provisions or take any action in | ||
derogation of Wagyourtail's rights to the Confidential Information | ||
licensed to you. | ||
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Unless otherwise instructed by Wagyourtail, within thirty (30) days after | ||
any termination of this Agreement, the Licensee will destroy all | ||
Licensed Software and Related Materials and the Confidential Information | ||
covered by this Agreement, as well as any copies. | ||
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The provisions regarding Confidential Information and Limitation of | ||
Liability shall survive any termination of this Agreement. | ||
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6. CONFIDENTIAL INFORMATION. | ||
"Confidential Information" means the Licensed Software and Related | ||
Materials and any other information which Wagyourtail supplies to | ||
you under this Agreement which Wagyourtail deems to be such. | ||
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You shall treat all Confidential Information of Wagyourtail with the | ||
same degree of care, but no less than reasonable care, as you use to | ||
protect your own Confidential Information. You acknowledge that you | ||
do not acquire any rights of ownership or title in the Confidential | ||
Information, which remains the sole property of Wagyourtail. | ||
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The provisions of this Section 6 shall survive termination or | ||
expiration of this License Agreement for a period of five (5) years | ||
from the date of each disclosure to you. | ||
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7. WARRANTY AND DISCLAIMER OF WARRANTY | ||
Wagyourtail warrants to you that it has the right and power to enter | ||
into this Agreement and, to the best of its knowledge, that it has | ||
the right to grant the license discussed in Section 2 above. | ||
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The Licensed Software may contain errors and is not designed or | ||
intended for use in real-time systems or other critical systems such | ||
as aircraft navigation systems, communication systems, air traffic | ||
control, direct life support machines or weapons systems ("High Risk | ||
Activities") in which the failure of the Licensed Software would lead | ||
directly to death, personal injury or severe physical or environmental | ||
damage. You represent and warrant to Wagyourtail that you will not use, | ||
distribute or license the Licensed Software for High Risk Activities. | ||
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Except as specifically set forth in the first Subparagraph of this | ||
Section 7, the Licensed Software and Related Materials are provided | ||
to you "as is" and Wagyourtail disclaims all warranties and | ||
representations, whether express or implied, with respect to the | ||
Licensed Software and Related Materials including, but not limited | ||
to, the warranties of design, merchantability or fitness for a | ||
particular purpose, warranties arising from a course of dealing, | ||
usage or trade practice, or warranties concerning the non-infringement | ||
of third party rights. | ||
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The warranties set forth in this Section 7 are expressly subject to | ||
the limitation of Section 8 below. | ||
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8. LIMITATION OF LIABILITY | ||
You will hold Wagyourtail harmless from any claims based on your use | ||
of the Licensed Software for any purposes other than those described | ||
in Section 2. | ||
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You shall have the sole responsibility to protect adequately and | ||
backup your data and/or equipment used in connection with the | ||
Licensed Software. You shall not claim against Wagyourtail for lost | ||
data, re-run time, inaccurate output, work delays or lost profits | ||
resulting from your use of the Licensed Software. | ||
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In no event shall either party be liable for any lost revenues or | ||
profits, or other special, incidental or consequential damages | ||
arising with respect to the Licensed Software and Related Materials | ||
or arising out of this agreement, even if such party has been advised | ||
of the possibility of such damages. | ||
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9. MISCELLANEOUS | ||
If any of the provisions, or portions thereof, of this Agreement | ||
are invalid under any applicable statute or rule of law then, those | ||
provisions notwithstanding, this Agreement shall remain in full force | ||
and effect and such provisions shall be deemed omitted. | ||
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The waiver or failure of either party to exercise in any respect any | ||
right provided for herein shall not be deemed a waiver of any further | ||
right hereunder. | ||
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This Agreement constitutes and expresses the entire agreement and | ||
understanding between you and Wagyourtail and supersedes all previous | ||
communications, representations or agreements, whether written or | ||
oral, with respect to the subject matter hereof. | ||
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