key: snmp4j-smi short_name: SNMP4J-SMI License name: SNMP4J-SMI License category: Commercial owner: SNMP4J homepage_url: http://www.snmp4j.com/smi/LICENSE.txt spdx_license_key: LicenseRef-scancode-snmp4j-smi faq_url: http://www.snmp4j.com/ other_urls: - http://www.snmp4j.com/html/buy.html ignorable_urls: - http://www.agentpp.com/ - http://www.snmp4j.org/ text: | SNMP4J-SMI 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 SNMP4J-SMI ("LICENSOR") and the party executing this Agreement as Licensee ("LICENSEE"). 1. DEFINITIONS. 1.1 The term "Software Product" means Frank Fock's SNMP4J-SMI 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 product. 1.4 The term "Object Code" is the compiled version of the Software Product that can be linked and therefore combined with other code to create Executable Code as specified in Exhibit A. Examples of Object Code are libraries and software development kits, in particular SNMP 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. 2. GRANT OF LICENSE. 2.1 Source and Object Code User 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, and use the Object Code for LICENSEE's personal use only. 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. (ii) LICENSEE acknowledges that Licensed Software is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility. 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 such copies. 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. WARRANTY. 3.1. LICENSOR warrants to LICENSEE that for a period of one year from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". LICENSEE exclusive remedy and LICENSOR's entire liability under this limited warranty will be at LICENSOR's option to replace Software media or refund the fee paid for Software. Any implied warranties on the Software are limited to one year after receipt of the software according to §434 ff Buergerliches Gesetzbuch (BGB). 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 The above section (3.2) does not apply for liability for damages caused by gross negligence or wilful default as well as for liability for personal injury including threats to life or physical condition. 3.4. LICENSOR reserves the right at any time to make changes to the Software Product. 3.5. DISCLAIMER OF WARRANTY. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 3.6 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. 3.7 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 jurisdiction. 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. TERMINATION. 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 Agreement. 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: FOR LICENSOR: Frank Fock Maximilian-Kolbe-Str. 10 73257 Koengen, Germany EXHIBIT A Licensed Software SNMP4J-SMI v1.x a. Object Code (Application Programmers Interface) and sample Source Code (Java SE 6 or later). ADDENDUM A In order to obtain a license to use SNMP4J-SMI under this license agreement, 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 or http://www.snmp4j.org. For evaluation purposes and open source use, a fee free license is granted which restricts the usage of MIB specification with the Software Product to standard MIB modules which are not registered under the enterprise OID (1.3.6.1.4).