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diff --git a/licenses/yangcli-pro b/licenses/yangcli-pro deleted file mode 100644 index ff067d817cbf..000000000000 --- a/licenses/yangcli-pro +++ /dev/null @@ -1,261 +0,0 @@ -YumaWorks License Agreement -yangcli-pro End User License Agreement - -YumaWorks, Inc., Licensor, ("YumaWorks") is willing to license the software contained herein -("Licensed Software") only on the condition that you accept all of the terms in this Agreement. - -PLEASE READ THE TERMS CAREFULLY. BY LOADING, DOWNLOADING, MODIFYING, OR -OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THIS -LICENSE AGREEMENT. - -If you do not agree to these terms, YumaWorks is unwilling to license the software to you. In -such event, you may not use the licensed software, and you should promptly contact -YumaWorks for instructions on erasing and/or inactivating it. -NOTE: -• THE LICENSED SOFTWARE IS LIMITED TO USE BY A SINGLE USER -• THE LICENSED SOFTWARE MAY INSTALLED ON ONE COMPUTER. -SEE EXHIBIT B. -• THE LICENSED SOFTWARE CANNOT BE DISTRIBUTED TO OTHERS. -• THE TEST RESULTS FROM USE OF THE LICENSED SOFTWARE TESTS CANNOT -BE PUBLISHED IN ANY WAY. -• THE SOFTWARE AND ACCOMPANYING USER DOCUMENTATION ARE PROTECTED -BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. -UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND -CRIMINAL PENALTIES. -• THE SOFTWARE USES EXTERNAL LIBRARIES AND OPEN-SOURCE C MODULES -WHICH HAVE THEIR OWN LICENSE. REFER TO yumapro-legal-notices.pdf. - -This License Agreement (the "Agreement") is made as of the purchase date (the "Effective -Date"), by and between YumaWorks, Inc., a California corporation that may be contacted at 685 -Cochran St., #160, Simi Valley, CA, 93065 ("YumaWorks") and you ("Licensee"). - -RECITALS -A. YumaWorks owns the rights to grant licenses to certain computer software modules used in -implementing certain networking protocols described in Exhibit A. -B. YumaWorks desires to grant and Licensee desires to receive a non- exclusive license to such -YumaWorks computer software modules in accordance with the terms and conditions of this -Agreement. -NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties -agree as follows: - -1. DEFINITIONS -1.1 Licensed Software means YumaWorks's computer software modules and documentation -thereof, as specified in Exhibit A, including bug fixes and updates there to provided to -Licensee in connection with this Agreement. -1.2 Intellectual Property Rights means patent rights, copyright rights, trade secret rights, -and any other intellectual property rights. -1.3 Binary Code means the portion of the Licensed Software which is licensed to Licensee in -machine executable binary form, as specified in Exhibit A. -1.4 Source Code means the portion of the Licensed Software which is licensed to Licensee in -human-readable form, as specified in Exhibit A. - -2. LICENSE GRANTS -2.1 Binary Code Use License. Subject to the terms and conditions of this Agreement, and -upon payment by Licensee to YumaWorks of the license fees set forth in Section 6.1, -YumaWorks grants Licensee a non-exclusive, non-transferable license to use the Binary Code -(if any) for internal use only, for the sole purpose of defining and managing networking devices -on its own internal (enterprise) network. Licensee may use the Binary Code (if any) as -specified in Exhibit B. Licensee agrees to comply with all reasonable monitoring requirements -imposed by YumaWorks to ensure compliance with the license restrictions. -2.2 No Sublicense Right. Licensee has no right to transfer, sublicense or otherwise distribute -the Licensed Software to any third party. -2.3 Other Restrictions in License Grants. Licensee may not: (i) disassemble, decompile or -reverse engineer the Binary Code nor permit any third party to do so; (ii) copy the Licensed -Software, except as necessary to use the Licensed Software in accordance with the license -granted under Sections 2.1, and except for a reasonable number of backup copies; or (iii) use -the Licensed Software in any manner to provide testing or other computer services to third -parties. -2.4 No Trademark License. Licensee has no right or license to use any trademark of -YumaWorks or its suppliers during or after the term of this Agreement. In particular, and -without limiting the foregoing, Licensee may not use any trademark of YumaWorks or the -name "YumaWorks", without consent of YumaWorks, in making any statement or -representation concerning results of testing and verification performed using the Licensed -Software. -2.5 Proprietary Notices. The Licensed Software is copyrighted. All proprietary notices -incorporated in, marked on, or affixed to the Licensed Software by YumaWorks or its suppliers -shall be duplicated by Licensee on all copies, in whole or in part, in any form and not altered, -removed, or obliterated. -2.6 Reservation. YumaWorks and its suppliers reserve all rights and licenses to the Licensed -Software not expressly granted to Licensee under this Agreement. - -3. DELIVERY OF LICENSED SOFTWARE -Licensee may access the Licensed Software upon acceptance of this agreement. - -4. WARRANTIES -4.1 No Warranty. -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 YumaWorks, Inc. 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. -4.2 Warranty Exclusion and Disclaimer. THE WARRANTY WITH RESPECT TO THE -LICENSED SOFTWARE WILL BE VOID AND OF NO EFFECT IF LICENSEE MODIFIES THE -SOURCE CODE. THE WARRANTIES SET FORTH IN SECTION 4.1 ARE IN LIEU OF, AND -YumaWorks EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND -IMPLIED, WRITTEN AND ORAL, INCLUDING BUT NOT LIMITED TO ANY IMPLIED -WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND -NON-INFRINGEMENT. YumaWorks DOES NOT WARRANT THAT OPERATION OF THE -LICENSED SOFTWARE WILL BE ERROR FREE. SOME MODULES OF THE LICENSED -SOFTWARE ARE DERIVED FROM THIRD PARTY SOFTWARE AND NO SUCH THIRD -PARTY WARRANTS THE MODULES, ASSUMES ANY LIABILITY REGARDING USE OF -THE MODULES, OR UNDERTAKES TO FURNISH ANY SUPPORT OR INFORMATION -RELATING TO THE MODULES. - -5. MAINTENANCE AND UPDATES -5.1 Maintenance. Subject to YumaWorks's limited resources, YumaWorks will, at no -additional charge to Licensee, provide Licensee with reasonable technical support for the -warranty period as specified in Section 4.1 via e-mail during YumaWorks's normal business -hours. -5.2 Updates. If and when YumaWorks develops updates to the Licensed Software from time -to time, YumaWorks, at its sole discretion, may, but has no obligation to, provide Licensee with -separately priced updates for the Licensed Software at the request of Licensee. All such -updates will be considered "Licensed Software" and subject to all terms and conditions of this -Agreement. - -6. LICENSE FEE -6.1 License Fee. In consideration of the licenses granted in Section 2, above, Licensee shall -pay YumaWorks a non-refundable license fee in accordance with YumaWorks's then current -price list within thirty (30) days after the Effective Date. -6.2 Update Fee. In the event YumaWorks provides Licensee with an update to the Licensed -Software in accordance with Section 5.2, Licensee shall pay YumaWorks the then-current -YumaWorks standard update fee within thirty (30) days after receipt of such update. -6.3 Taxes and Duties. In addition to the license and update fees set forth above, Licensee -shall pay all sales, use, or other taxes and fees imposed as a result of payment of the fees set -forth above, if any, other than taxes measured by YumaWorks's net income. - -7. INTELLECTUAL PROPERTY RIGHTS -7.1 Title. All right, title and interest in and to the Licensed Software, and all Intellectual -Property Rights embodied therein shall at all times remain with YumaWorks or its suppliers, as -applicable. -7.2 Confidential Information. Licensee acknowledges and agrees that the Licensed -Software contains confidential, proprietary information and trade secrets of YumaWorks. For -the longer of: (i) a period of five (5) years after the date of disclosure or (ii) the expiration or -termination of this Agreement, Licensee shall not disclose or make available any portion of the -Licensed Software or any information derived from the Licensed Software to any person or -entity except to those of Licensee's employees for whom access is necessary in order to -perform their jobs in accordance with this Agreement. The standard of care Licensee must -exercise to meet these obligations is the standard it exercises with respect to its own -confidential information of a similar nature, but in no event less than due care. This obligation -does not apply to information: (a) known by Licensee prior to its receipt from YumaWorks and -not subject to restriction on disclosure; (b) rightfully received by Licensee from a third party -without restriction on disclosure; or (c) publicly available other than as a result of any act or -omission of Licensee. -7.3 Contractors. In the event that Licensee elects to have a third party contractor modify the -Source Code pursuant to Section 2.1 above, Licensee will require such contractor to enter into -a written confidentiality agreement with Licensee which (i) is no less restrictive than this -Section 7, and (ii) requires such contractor to promptly deliver to Licensee all of YumaWorks -confidential information and the Source Code upon completion of such modifications and -certify in writing to Licensee that it has delivered all such materials. - -8. LIMITATION OF LIABILITY -IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF YumaWorks IN -CONNECTION WITH THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND, -INCLUDING THOSE BASED UPON CONTRACT AND TORT (INCLUDING NEGLIGENCE -AND STRICT LIABILITY), EXCEED THE LICENSE FEES RECEIVED BY YumaWorks FROM -LICENSEE. IN NO EVENT WILL YumaWorks OR ITS SUPPLIERS BE LIABLE FOR LOSS -OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION OR ANY SPECIAL, -INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER -CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER CONTRACT OR TORT -(INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING IN ANY WAY OUT OF THIS -AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND -NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. - -9. TERM AND TERMINATION -9.1 Term. The term of this Agreement shall be for a period of one (1) year from its Effective -Date of the Agreement, unless earlier terminated or canceled in accordance with the -provisions of this Agreement. -9.2 Termination. -9.2.1 Material Breach. Either party may terminate this Agreement if the other party breaches -any material term or condition of this Agreement and fails to cure that breach within thirty (30) -days after receiving written notice of the breach. Notwithstanding the foregoing, YumaWorks -may terminate this Agreement effective immediately upon written notice to Licensee without -any cure period in the event of breach of confidentiality obligation herein. -9.2.2 Financial Difficulties. Either party may terminate this Agreement effective immediately -upon written notice to the other party if the other party files a voluntary petition in bankruptcy -or otherwise seeks protection under any law for the protection of debtors; has a proceeding -instituted against it under any provision of the bankruptcy laws which is not dismissed within -sixty (60) days; is adjudged to be bankrupt; has a court assume jurisdiction of its assets under -a reorganization act; has a trustee or receiver appointed by a court for all or a substantial -portion of its assets; becomes insolvent, suspends or ceases to do business; makes an -assignment of all or a substantial portion of its assets for the benefit of its creditors; or admits -in writing its inability to pay its debts as they become due. -9.3 Effect of Termination/Expiration. Upon termination or expiration of this Agreement: (i) -the rights and licenses granted to Licensee pursuant to this Agreement automatically -terminate; (ii) Licensee shall, within thirty (30) days, ship to YumaWorks or destroy (including -the purging from any system or storage media) all items and information in Licensee's -possession that are confidential or proprietary to YumaWorks or its suppliers, including but not -limited to all Licensed Software and all copies thereof, if any, and an officer of Licensee shall -certify in writing to YumaWorks that all such confidential or proprietary items and information -have been returned to YumaWorks or destroyed; and (iii) all outstanding invoices for amounts -owed to YumaWorks by Licensee shall automatically accelerate and become due and payable -on the effective date of termination. -9.4 Survival. The provisions of Sections 2.4, 4.2, 7, 8, 9.3, 10.1, 10.5, and 10.8 shall survive -the expiration, cancellation, or termination of this Agreement. - -10. GENERAL PROVISIONS -10.1 Governing Law. This Agreement shall be governed by the internal laws of the State of -California, excluding its conflict of laws rules. The parties consent to the personal and -exclusive jurisdiction and venue of the northern district of California federal and state courts, -as applicable. -10.2 Assignment. Licensee shall not assign this Agreement or any right hereunder, or -delegate any obligation created under this Agreement to any third party without prior written -consent of YumaWorks. YumaWorks, however, may assign this Agreement to any person or -entity with which it has merged or which has otherwise succeeded to all or substantially all of -the business and assets of YumaWorks, and which has assumed in writing or by operation of -law its obligations under this Agreement. Any attempted assignment or delegation without the -required written consent shall be null and void. -10.3 Modification. No modification to this Agreement nor any waiver of any rights shall be -effective unless consented to in writing and the waiver of any breach or default shall not -constitute a waiver of any other right or of any subsequent breach or default. -10.4 Force Majeure. Neither YumaWorks nor any of its suppliers shall be liable for any loss, -expense, or damage caused by delays or failures in performance resulting from acts of God, -supplier delay, or any other cause beyond the reasonable control of YumaWorks or its -suppliers. -10.5 Attorneys' Fees. In the event of any dispute resolution proceeding between the parties, -the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. A -"prevailing party" shall mean a party who receives all or substantially all of the relief sought by -such party. -10.6 Severability. If any provision of this Agreement is ruled unenforceable, it shall be -enforced to the extent permissible, the parties shall negotiate a substitute valid provision -which most nearly effects the parties' original intent, and the remainder of the Agreement shall -remain in effect. -10.7 Independent Contractor. The parties are each independent contractors and not joint -venturers, partners, agents, or representatives of the other. Neither party has any right to -create any obligation on the part of the other party. -10.8 Equitable Relief. Licensee acknowledges that any breach of its obligations under this -Agreement with respect to the intellectual property rights or confidential information of -YumaWorks will cause YumaWorks irreparable injury for which there are inadequate remedies -at law, and therefore, YumaWorks will be entitled to equitable relief in addition to all other -remedies provided by this Agreement or available at law. -10.9 Notice. All notices and requests required or authorized hereunder, shall be given in -writing either by personal delivery to the party to whom notice is given, or by registered or -certified airmail, postage prepaid, return receipt requested. The date upon which any such -notice is so personally delivered, or if the notice is given by registered or certified airmail, the -date upon which it is received as set forth on the returned receipt, shall be deemed to be the -date of such notice, irrespective of the date appearing therein. -If to YumaWorks : -YumaWorks, Inc. -685 Cochran St. #160 -Simi Valley, CA 93065 -Attn: Legal Department -Phone: 805.397-8277 -If to Licensee: -Per the information on the Purchase Order. -The address of the parties may be changed by notice given in accordance with this section. - -11. ENTIRE AGREEMENT. This Agreement constitutes the entire and exclusive agreement -between the parties with respect to the subject matter hereof. All previous and -contemporaneous discussions and oral and written agreements with respect to this subject -matter are superseded by this Agreement. -12. RESTRICTED RIGHTS LEGEND. This software is provided with RESTRICTED RIGHTS. -Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in -subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at -DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. The "Manufacturer" for purposes of -these regulations is YumaWorks Inc, 685 Cochran St., #160, Simi Valley, CA, U.S.A |