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AgentX++ License Agreement
AgentX++ License Agreement
AGENTX++ LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement") is made effective as of the date the
product is installed by and between (i) Frank Fock, the author of AgentX++
("LICENSOR") and the party executing this Agreement as Licensee ("LICENSEE").
1.1 The term "Software Product" means Frank Fock's AgentX++ computer software
(including Source Code, derived Object Code, and derived Executable Code as
defined in Section 1.3, 1.4, and 1.5) and documentation thereof, as specified in
Exhibit A, that is provided by LICENSOR to LICENSEE hereunder, including bug
fixes and updates thereto provided by LICENSOR to LICENSEE in connection with
this Agreement. The term "derived" in the above context refers to the process of
creating machine executable code from the original Source Code only. It does
not refer to amendment or alteration of the original Source Code by LICENSOR
or any third party.
1.2 The term "Intellectual Property Rights" means patent rights, copyright
rights, trade secret rights, and any other intellectual property rights.
1.3 The term "Executable Code" is a fully compiled and linked program that
contains any code derived from the Software Product. It can no longer be altered
or combined with any other code. Executable code is ready to be executed by a
computer and is essentially a complete software image for use in a specific
1.4 The term "Object Code" is any compiled version of the Software Product that
can be linked and therefore combined with other code to create Executable Code.
Examples of Object Code are libraries and software development kits, in
particular SNMP agent development kits.
1.5 The term "Source Code" is the human readable form of the Software Product,
as specified in Exhibit A.
1.6 Documentation means the documentation regarding the Licensed Software
provided by LICENSOR to LICENSEE hereunder.
1.7 The term "Site" is a specific address belonging to a single business unit
operating at that address.
2. GRANT OF LICENSE.
2.1 Source Code Site License. Subject to the terms and conditions of this
Agreement, and upon payment by LICENSEE to LICENSOR of the one-time license fee
set forth in Addendum A, LICENSOR grants LICENSEE a perpetual (subject to
termination rights in Section 6), non-exclusive, non-transferable license to
reproduce, use, modify, or have modified by a third party contractor
(modifications in accordance to Section 2.6) subject to a confidentiality
agreement no less restrictive than this Agreement, the Source Code for
internal use only, for the sole purpose of developing AgentX-enabled SNMP
agents at the Site (hereafter "Licensed Site") specified by LICENSEE during
license purchase. Additionally, Customer’s contractors and employees reporting
directly and only to a manager at the Licensed Site, such as telecommuters, may
use the Software Product at remote locations. Off-site employees re-porting in
any way to a manager at their location are not covered under this Site License.
2.2 Except as specified in 2.1, neither the Software Product Source Code nor
Object Code derived from the Software Product may be redistributed or resold.
Executable Code programs derived from the Software Product may be redistributed
and resold without limitation and without royalty, provided that LICENSEE
added significant functionality to those derived Excecutable Code programs.
Functionality in this context refers to the program's behavior, not appearance.
2.3 No Sublicense Right. LICENSEE has no right to transfer, or sublicense
the Licensed Software to any third party, except as specified in 2.2 and
except if the third party takes over the business of LICENSEE.
2.4 Other Restrictions in License Grants. LICENSEE may not: (i) copy the
Licensed Software, except as necessary to use the Licensed Software in
accordance with the license granted under Section 2.1 and 2.2, and
except for a reasonable number of backup copies.
2.5 No Trademark License. LICENSEE has no right or license to use any trademark
of LICENSOR during or after the term of this Agreement.
2.6 Proprietary Notices. The Licensed Software is copyrighted. All proprietary
notices incorporated in, marked on, or affixed to the Licensed Software by
LICENSOR shall be duplicated by LICENSEE on all copies, in whole or in part, in
any form of the Licensed Software and not be altered, removed, or obliterated on
2.7 Reservation. LICENSOR reserve all rights and licenses to the Licensed
Software not expressly granted to LICENSEE under this Agreement.
2.8 Delivery. Upon execution of this Agreement, and payment of the amounts due
and owing under this Agreement, LICENSOR will provide LICENSEE with one (1) copy
of the Software Product by downloading from LICENSOR's Web site.
3. PRODUCT WARRANTY.
3.1. LICENSOR warrants to LICENSEE that, at the date of delivery of the Software
Product to LICENSEE and for a period ending 90 days following the date of
delivery of the Software Product to LICENSEE the Software Product shall perform
substantially in accordance with the published specifications and
Documentation. If notified in writing by LICENSEE, LICENSOR may, at its
option, correct significant program errors in the Software Product within a
reasonable time period. THE FOREGOING PRODUCT WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER
IMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OR
3.2. In no event shall LICENSOR be liable to LICENSEE, in excess of the
price paid to LICENSOR by LICENSEE for the Software Product hereunder, for any
breach of warranty or any claim, loss or damage arising from or relating to the
installation, use or performance of the Software Product (including, without
limitation, any indirect, special, incidental or consequential damages).
3.3. LICENSOR reserves the right at any time to make changes to the Software
3.4. IN NO EVENT SHALL LICENSOR BE LIABLE (WHETHER IN TORT, NEGLIGENCE,
CONTRACT, WARRANTY, PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR SAVINGS
ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF TERMS OF THIS AGREEMENT OR
THE USE, INABILITY TO USE OR RESULTS OF USE OF THE SOFTWARE PRODUCT EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.5 In no event will LICENSOR be liable for any third-party products used with,
or installed in, the Software Product. LICENSOR does not warrant the
compatibility of the Software Product with any third-party products, whether
hardware or software.
3.6 The above sections do not apply for liability for damages caused by gross
negligence or wilful default.
3.7 General Provision. This warranty shall not apply in any case of amendment or
alterations of the Software Product made by LICENSEE.
4. INTELLECTUAL AND PROPERTY INDEMNIFICATION.
4.1. LICENSOR agrees to indemnify and hold LICENSEE harmless from any final
award of costs and damages against LICENSEE for any action based on infringement
of any German intellectual property rights as a result of the use of the
Licensed Software: (i) under the terms and conditions specified herein; (ii)
under normal use; and (iii) not in combination with other items; provided
that LICENSOR is promptly notified in writing of any such suit or claim
against LICENSEE and further provided that LICENSEE permits LICENSOR to
defend, compromise or settle the same and gives LICENSOR all available
information, reasonable assistance and authority to enable LICENSOR to do
so. LICENSOR'S LIABILITY TO LICENSEE PURSUANT TO THIS ARTICLE IS LIMITED TO THE
TOTAL FEES PAID BY LICENSEE TO LICENSOR IN THE CALENDAR YEAR IN WHICH ANY FINAL
AWARD OF COSTS AND DAMAGES IS DUE AND OWING.
5. TRADE SECRETS AND PROPRIETARY INFORMATION.
5.1. LICENSEE acknowledges that LICENSOR is the owner of the Software Product,
that the Software Product is confidential in nature and not in the public
domain, that LICENSOR claims all intellectual and industrial property rights
granted by law therein and that, except as set forth herein, LICENSOR does not
hereby grant any rights or ownership of the Software Product to LICENSEE or
any third party. Except as set forth herein, LICENSEE agrees not to copy or
otherwise reproduce the Software Product, in whole or in part, without
LICENSOR's prior written consent. LICENSEE further agrees to take all
reasonable steps to ensure that no unauthorized persons shall have access to the
Software Product and that all authorized persons having access to the Software
Product shall refrain from any such disclosure, duplication or
reproduction except to the extent reasonably required in the performance of
LICENSEE'S rights under this Agreement.
5.2. LICENSEE agrees to accord the Software Product and the Documentation and
all other confidential information relating to this Agreement the same degree
and methods of protection as LICENSEE undertakes with respect to its
confidential information, trade secrets and other proprietary data.
5.3. LICENSEE agrees not to challenge, directly or indirectly, the right, title
and interest of LICENSOR in and to the Software Product, nor the
validity or enforceability of LICENSOR's rights under applicable law. LICENSEE
agrees not to directly or indirectly, register, apply for registration or
attempt to acquire any legal protection for the Software Product or any
proprietary rights therein or to take any other action which may adversely
affect LICENSOR's right, title or interest in or to the Software Product in any
5.4. LICENSEE acknowledges that, in the event of a material breach by LICENSEE
of its obligations under this Article 5, LICENSOR may immediately
terminate this Agreement, without liability to LICENSEE and may bring an
appropriate legal action to enjoin any such breach hereof, and shall be
entitled to recover from LICENSEE reasonable legal fees and costs in
addition to other appropriate relief.
5.5. LICENSEE agrees to notify LICENSOR immediately and in writing of all
circumstances surrounding the unauthorized possession or use of the Software
Product and Documentation by any person or entity. LICENSEE agrees to cooperate
fully with LICENSOR in any litigation relating to or arising from such
unauthorized possession or use.
6.1. LICENSOR may terminate this Agreement at any time after the occurrence of
any of the following events if LICENSOR provides 30 days notice of its intention
to terminate as a result of the occurrence and LICENSEE fails to cure such
occurrence within such 30 days:
(a) LICENSEE is declared or acknowledges that it is insolvent or otherwise
unable to pay its debts as they become due or upon the filing of any proceeding
(whether voluntary or involuntary) for bankruptcy, insolvency or relief from
creditors of LICENSEE;
(b) LICENSEE assigns or transfers this Agreement or any of its rights to
obligations hereunder, without LICENSOR's prior written consent; or
(c) LICENSEE violates any material provision of this Agreement, including
without limitation, the payment obligations set forth in Addendum A.
6.2. LICENSEE may terminate this Agreement at any time after the occurrence of
any of the following events if LICENSEE provides 30 days notice of its intention
to terminate as a result of the occurrence and LICENSOR fails to cure such
occurrence within such 30 days:
(a) LICENSOR is declared or acknowledges that it is insolvent or otherwise
unable to pay its debts as they become due or upon the filing of any
proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or
relief from creditors or LICENSOR; or
(b) LICENSOR violates any material provision of this Agreement.
6.3. Upon the termination of this Agreement for any reason, LICENSEE will
discontinue all use of the Software Product and, within ten (10) days after
termination, will destroy or delete all copies of the Software Product then
in its possession, including but not limited to, any back-up or archival copies
of the Software Product and Documentation. At LICENSOR's request, LICENSEE
will verify in writing to LICENSOR that such actions have been taken.
6.4. No termination of this Agreement for any reason whatsoever shall in any way
affect the continuing obligations of the parties under Articles 5 hereof.
7. APPLICABLE LAW
This LICENSE shall be deemed to have been made in, and shall be construed
pursuant to, the laws of Germany, without reference to conflicts of laws
principles. All controversies and disputes arising out of or relating to this
Agreement shall be submitted to the exclusive jurisdiction of Esslingen am
Neckar, Germany, as long as LICENSEE is deemed to be a merchant (as defined by
Handelsgesetzbuch, §1-7). The United Nations Convention on Contracts
for the International Sale of Goods is specifically disclaimed.
8. GENERAL PROVISIONS.
8.1. This Agreement does not create any relationship of association,
partnership, joint venture or agency between the parties.
8.2. This Agreement (including the Exhibit and Addendum attached to the
Agreement) sets forth the entire agreement and understandings between the
parties hereto with respect to the subject matter hereof. This Agreement
merges all previous discussions and negotiations between the parties and
supersedes and replaces any and every other agreement, which may have existed
between LICENSOR and LICENSEE with respect to the contents hereof.
8.3. Except to the extent and in the manner specified in this Agreement, any
modification or amendment of any provision of this Agreement must be in writing
and bear the signature of the duly authorized representative of each party.
8.4. The failure of either party to exercise any right granted herein, or to
require the performance by the other party hereto of any provision if this
Agreement, or the waiver by either party of any breach of this Agreement, shall
not prevent a subsequent exercise or enforcement of such provisions or be deemed
a waiver of any subsequent breach of the same or any other provision of this
8.5. Except in the case of merger, acquisition or the sale of substantial assets
or equity of Licensee or assignment to any direct or indirect subsidiary or
affiliate of LICENSEE, LICENSEE shall not sell, assign or transfer any of its
rights, duties or obligations hereunder without the prior written consent of
LICENSOR. LICENSOR reserves the right to assign or transfer this Agreement or
any of its rights, duties and obligations hereunder, to any direct or
indirect subsidiary or affiliate of LICENSOR.
8.6. All notices required by this Agreement must be sent by certified mail in
order to be deemed effective when sent to the following:
73257 Koengen, Germany
a. Source Code - (ANSI C++ for Linux, Solaris, Win32)
Includes AgentX++ and Agent++Win32 Source Code.
b. Executable Code - AgentX++Win32 Master Agent (Win XP/2000/NT4)
For evaluation purposes and non commercial use only, a free license is granted,
provided that the LINCENSEE accepts this license agreement.
In order to obtain a license to use AgentX++ in a commercial environment,
LICENSEE has to purchase a commercial license from LICENSOR. The actual pricing
list and other related information can be found at http://www.agentpp.com