{ "key": "agentxpp", "short_name": "AgentX++ License Agreement", "name": "AgentX++ License Agreement", "category": "Commercial", "owner": "agentpp", "homepage_url": "https://agentpp.com/licenses/LICENSE_AgentX++.txt", "spdx_license_key": "LicenseRef-scancode-agentxpp", "ignorable_urls": [ "http://www.agentpp.com/" ], "text": "AGENTX++ LICENSE AGREEMENT \n==========================\n\nTHIS LICENSE AGREEMENT (this \"Agreement\") is made effective as of the date the\nproduct is installed by and between (i) Frank Fock, the author of AgentX++\n(\"LICENSOR\") and the party executing this Agreement as Licensee (\"LICENSEE\").\n\n\n1. DEFINITIONS.\n\n1.1 The term \"Software Product\" means Frank Fock's AgentX++ computer software\n(including Source Code, derived Object Code, and derived Executable Code as\ndefined in Section 1.3, 1.4, and 1.5) and documentation thereof, as specified in\nExhibit A, that is provided by LICENSOR to LICENSEE hereunder, including bug\nfixes and updates thereto provided by LICENSOR to LICENSEE in connection with\nthis Agreement. The term \"derived\" in the above context refers to the process of\ncreating machine executable code from the original Source Code only. It does\nnot refer to amendment or alteration of the original Source Code by LICENSOR\nor any third party.\n\n1.2 The term \"Intellectual Property Rights\" means patent rights, copyright\nrights, trade secret rights, and any other intellectual property rights.\n\n1.3 The term \"Executable Code\" is a fully compiled and linked program that\ncontains any code derived from the Software Product. It can no longer be altered\nor combined with any other code. Executable code is ready to be executed by a\ncomputer and is essentially a complete software image for use in a specific\nproduct. \n\n1.4 The term \"Object Code\" is any compiled version of the Software Product that\ncan be linked and therefore combined with other code to create Executable Code.\nExamples of Object Code are libraries and software development kits, in\nparticular SNMP agent development kits. \n\n1.5 The term \"Source Code\" is the human readable form of the Software Product,\nas specified in Exhibit A.\n\n1.6 Documentation means the documentation regarding the Licensed Software\nprovided by LICENSOR to LICENSEE hereunder.\n\n1.7 The term \"Site\" is a specific address belonging to a single business unit\noperating at that address.\n\n\n2. GRANT OF LICENSE.\n\n2.1 Source Code Site License. Subject to the terms and conditions of this\nAgreement, and upon payment by LICENSEE to LICENSOR of the one-time license fee\nset forth in Addendum A, LICENSOR grants LICENSEE a perpetual (subject to\ntermination rights in Section 6), non-exclusive, non-transferable license to\nreproduce, use, modify, or have modified by a third party contractor\n(modifications in accordance to Section 2.6) subject to a confidentiality\nagreement no less restrictive than this Agreement, the Source Code for\ninternal use only, for the sole purpose of developing AgentX-enabled SNMP\nagents at the Site (hereafter \"Licensed Site\") specified by LICENSEE during\nlicense purchase. Additionally, Customer\u2019s contractors and employees reporting\ndirectly and only to a manager at the Licensed Site, such as telecommuters, may\nuse the Software Product at remote locations. Off-site employees re-porting in\nany way to a manager at their location are not covered under this Site License. \n\n2.2 Except as specified in 2.1, neither the Software Product Source Code nor\nObject Code derived from the Software Product may be redistributed or resold.\nExecutable Code programs derived from the Software Product may be redistributed\nand resold without limitation and without royalty, provided that LICENSEE\nadded significant functionality to those derived Excecutable Code programs.\nFunctionality in this context refers to the program's behavior, not appearance.\n\n2.3 No Sublicense Right. LICENSEE has no right to transfer, or sublicense\nthe Licensed Software to any third party, except as specified in 2.2 and\nexcept if the third party takes over the business of LICENSEE. \n\n2.4 Other Restrictions in License Grants. LICENSEE may not: (i) copy the\nLicensed Software, except as necessary to use the Licensed Software in\naccordance with the license granted under Section 2.1 and 2.2, and\nexcept for a reasonable number of backup copies.\n\n2.5 No Trademark License. LICENSEE has no right or license to use any trademark\nof LICENSOR during or after the term of this Agreement.\n\n2.6 Proprietary Notices. The Licensed Software is copyrighted. All proprietary\nnotices incorporated in, marked on, or affixed to the Licensed Software by\nLICENSOR shall be duplicated by LICENSEE on all copies, in whole or in part, in\nany form of the Licensed Software and not be altered, removed, or obliterated on\nsuch copies.\n\n2.7 Reservation. LICENSOR reserve all rights and licenses to the Licensed\nSoftware not expressly granted to LICENSEE under this Agreement.\n\n2.8 Delivery. Upon execution of this Agreement, and payment of the amounts due\nand owing under this Agreement, LICENSOR will provide LICENSEE with one (1) copy\nof the Software Product by downloading from LICENSOR's Web site.\n\n\n\n3. PRODUCT WARRANTY.\n\n3.1. LICENSOR warrants to LICENSEE that, at the date of delivery of the Software\nProduct to LICENSEE and for a period ending 90 days following the date of\ndelivery of the Software Product to LICENSEE the Software Product shall perform\nsubstantially in accordance with the published specifications and\nDocumentation. If notified in writing by LICENSEE, LICENSOR may, at its\noption, correct significant program errors in the Software Product within a\nreasonable time period. THE FOREGOING PRODUCT WARRANTY IS IN LIEU OF ALL OTHER\nWARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED\nWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER\nIMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OR\nOTHERWISE.\n\n3.2. In no event shall LICENSOR be liable to LICENSEE, in excess of the\nprice paid to LICENSOR by LICENSEE for the Software Product hereunder, for any\nbreach of warranty or any claim, loss or damage arising from or relating to the\ninstallation, use or performance of the Software Product (including, without\nlimitation, any indirect, special, incidental or consequential damages).\n\n3.3. LICENSOR reserves the right at any time to make changes to the Software\nProduct.\n\n3.4. IN NO EVENT SHALL LICENSOR BE LIABLE (WHETHER IN TORT, NEGLIGENCE,\nCONTRACT, WARRANTY, PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT,\nINCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR SAVINGS\nARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF TERMS OF THIS AGREEMENT OR\nTHE USE, INABILITY TO USE OR RESULTS OF USE OF THE SOFTWARE PRODUCT EVEN IF\nLICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n3.5 In no event will LICENSOR be liable for any third-party products used with,\nor installed in, the Software Product. LICENSOR does not warrant the\ncompatibility of the Software Product with any third-party products, whether\nhardware or software.\n\n3.6 The above sections do not apply for liability for damages caused by gross\nnegligence or wilful default.\n\n3.7 General Provision. This warranty shall not apply in any case of amendment or\nalterations of the Software Product made by LICENSEE. \n\n\n\n4. INTELLECTUAL AND PROPERTY INDEMNIFICATION.\n\n4.1. LICENSOR agrees to indemnify and hold LICENSEE harmless from any final\naward of costs and damages against LICENSEE for any action based on infringement\nof any German intellectual property rights as a result of the use of the\nLicensed Software: (i) under the terms and conditions specified herein; (ii)\nunder normal use; and (iii) not in combination with other items; provided\nthat LICENSOR is promptly notified in writing of any such suit or claim\nagainst LICENSEE and further provided that LICENSEE permits LICENSOR to\ndefend, compromise or settle the same and gives LICENSOR all available\ninformation, reasonable assistance and authority to enable LICENSOR to do\nso. LICENSOR'S LIABILITY TO LICENSEE PURSUANT TO THIS ARTICLE IS LIMITED TO THE\nTOTAL FEES PAID BY LICENSEE TO LICENSOR IN THE CALENDAR YEAR IN WHICH ANY FINAL\nAWARD OF COSTS AND DAMAGES IS DUE AND OWING.\n\n\n5. TRADE SECRETS AND PROPRIETARY INFORMATION.\n\n5.1. LICENSEE acknowledges that LICENSOR is the owner of the Software Product,\nthat the Software Product is confidential in nature and not in the public\ndomain, that LICENSOR claims all intellectual and industrial property rights\ngranted by law therein and that, except as set forth herein, LICENSOR does not\nhereby grant any rights or ownership of the Software Product to LICENSEE or\nany third party. Except as set forth herein, LICENSEE agrees not to copy or\notherwise reproduce the Software Product, in whole or in part, without\nLICENSOR's prior written consent. LICENSEE further agrees to take all\nreasonable steps to ensure that no unauthorized persons shall have access to the\nSoftware Product and that all authorized persons having access to the Software\nProduct shall refrain from any such disclosure, duplication or\nreproduction except to the extent reasonably required in the performance of\nLICENSEE'S rights under this Agreement.\n\n5.2. LICENSEE agrees to accord the Software Product and the Documentation and\nall other confidential information relating to this Agreement the same degree\nand methods of protection as LICENSEE undertakes with respect to its\nconfidential information, trade secrets and other proprietary data.\n\n5.3. LICENSEE agrees not to challenge, directly or indirectly, the right, title\nand interest of LICENSOR in and to the Software Product, nor the\nvalidity or enforceability of LICENSOR's rights under applicable law. LICENSEE\nagrees not to directly or indirectly, register, apply for registration or\nattempt to acquire any legal protection for the Software Product or any\nproprietary rights therein or to take any other action which may adversely\naffect LICENSOR's right, title or interest in or to the Software Product in any\njurisdiction.\n\n5.4. LICENSEE acknowledges that, in the event of a material breach by LICENSEE\nof its obligations under this Article 5, LICENSOR may immediately\nterminate this Agreement, without liability to LICENSEE and may bring an\nappropriate legal action to enjoin any such breach hereof, and shall be\nentitled to recover from LICENSEE reasonable legal fees and costs in\naddition to other appropriate relief.\n\n5.5. LICENSEE agrees to notify LICENSOR immediately and in writing of all\ncircumstances surrounding the unauthorized possession or use of the Software\nProduct and Documentation by any person or entity. LICENSEE agrees to cooperate\nfully with LICENSOR in any litigation relating to or arising from such\nunauthorized possession or use.\n\n\n6. TERMINATION. \n\n6.1. LICENSOR may terminate this Agreement at any time after the occurrence of\nany of the following events if LICENSOR provides 30 days notice of its intention\nto terminate as a result of the occurrence and LICENSEE fails to cure such\noccurrence within such 30 days:\n\n(a) LICENSEE is declared or acknowledges that it is insolvent or otherwise\nunable to pay its debts as they become due or upon the filing of any proceeding\n(whether voluntary or involuntary) for bankruptcy, insolvency or relief from\ncreditors of LICENSEE; \n\n(b) LICENSEE assigns or transfers this Agreement or any of its rights to\nobligations hereunder, without LICENSOR's prior written consent; or \n\n(c) LICENSEE violates any material provision of this Agreement, including\nwithout limitation, the payment obligations set forth in Addendum A.\n\n6.2. LICENSEE may terminate this Agreement at any time after the occurrence of\nany of the following events if LICENSEE provides 30 days notice of its intention\nto terminate as a result of the occurrence and LICENSOR fails to cure such\noccurrence within such 30 days: \n\n(a) LICENSOR is declared or acknowledges that it is insolvent or otherwise\nunable to pay its debts as they become due or upon the filing of any\nproceeding (whether voluntary or involuntary) for bankruptcy, insolvency or\nrelief from creditors or LICENSOR; or \n\n(b) LICENSOR violates any material provision of this Agreement.\n\n6.3. Upon the termination of this Agreement for any reason, LICENSEE will\ndiscontinue all use of the Software Product and, within ten (10) days after\ntermination, will destroy or delete all copies of the Software Product then\nin its possession, including but not limited to, any back-up or archival copies\nof the Software Product and Documentation. At LICENSOR's request, LICENSEE\nwill verify in writing to LICENSOR that such actions have been taken.\n\n6.4. No termination of this Agreement for any reason whatsoever shall in any way\naffect the continuing obligations of the parties under Articles 5 hereof.\n\n\n7. APPLICABLE LAW\n\nThis LICENSE shall be deemed to have been made in, and shall be construed\npursuant to, the laws of Germany, without reference to conflicts of laws\nprinciples. All controversies and disputes arising out of or relating to this\nAgreement shall be submitted to the exclusive jurisdiction of Esslingen am\nNeckar, Germany, as long as LICENSEE is deemed to be a merchant (as defined by\nHandelsgesetzbuch, \u00a71-7). The United Nations Convention on Contracts\nfor the International Sale of Goods is specifically disclaimed. \n\n\n\n8. GENERAL PROVISIONS.\n\n8.1. This Agreement does not create any relationship of association,\npartnership, joint venture or agency between the parties.\n\n8.2. This Agreement (including the Exhibit and Addendum attached to the\nAgreement) sets forth the entire agreement and understandings between the\nparties hereto with respect to the subject matter hereof. This Agreement\nmerges all previous discussions and negotiations between the parties and\nsupersedes and replaces any and every other agreement, which may have existed\nbetween LICENSOR and LICENSEE with respect to the contents hereof.\n\n8.3. Except to the extent and in the manner specified in this Agreement, any\nmodification or amendment of any provision of this Agreement must be in writing\nand bear the signature of the duly authorized representative of each party.\n\n8.4. The failure of either party to exercise any right granted herein, or to\nrequire the performance by the other party hereto of any provision if this\nAgreement, or the waiver by either party of any breach of this Agreement, shall\nnot prevent a subsequent exercise or enforcement of such provisions or be deemed\na waiver of any subsequent breach of the same or any other provision of this\nAgreement.\n\n8.5. Except in the case of merger, acquisition or the sale of substantial assets\nor equity of Licensee or assignment to any direct or indirect subsidiary or\naffiliate of LICENSEE, LICENSEE shall not sell, assign or transfer any of its\nrights, duties or obligations hereunder without the prior written consent of\nLICENSOR. LICENSOR reserves the right to assign or transfer this Agreement or\nany of its rights, duties and obligations hereunder, to any direct or\nindirect subsidiary or affiliate of LICENSOR.\n\n8.6. All notices required by this Agreement must be sent by certified mail in\norder to be deemed effective when sent to the following:\n\nFOR LICENSOR:\n\nFrank Fock \nMaximilian-Kolbe-Str. 10 \n73257 Koengen, Germany\n\n\nEXHIBIT A\n\nLicensed Software\n\nAgentX++\n\na. Source Code - (ANSI C++ for Linux, Solaris, Win32) \n Includes AgentX++ and Agent++Win32 Source Code.\n\nb. Executable Code - AgentX++Win32 Master Agent (Win XP/2000/NT4)\n\n\nADDENDUM A\n\nFor evaluation purposes and non commercial use only, a free license is granted,\nprovided that the LINCENSEE accepts this license agreement. \n\nIn order to obtain a license to use AgentX++ in a commercial environment,\nLICENSEE has to purchase a commercial license from LICENSOR. The actual pricing\nlist and other related information can be found at http://www.agentpp.com" }