LICENSE_XML.txt
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- Java Project X Technology Release 2
- Source Software License Agreement
- SUN MICROSYSTEMS, INC., ("SUN") IS WILLING TO LICENSE THE "SOFTWARE" AS
- DEFINED IN SECTION 1.(A) OF THIS AGREEMENT TO LICENSEE ONLY ON THE
- CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS IN THIS AGREEMENT.
- PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING ON THE "ACCEPT" BUTTON.
- BY CLICKING ON THE "ACCEPT" BUTTON, LICENSEE ACKNOWLEDGES THAT LICENSEE
- HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS
- TERMS AND CONDITIONS.
- IF LICENSEE DOES NOT ACCEPT THESE LICENSE TERMS, SUN DOES NOT GRANT ANY
- LICENSE TO THE SOFTWARE, AND LICENSEE SHOULD CLICK ON THE "REJECT"
- BUTTON TO EXIT THIS PAGE.
- 1. LICENSE GRANT
- (A) Definition of Software
- "Software" means the "Java Project X Technology Release 2"
- experimental XML software in source form, any portions of the software
- code provided in binary form, and any user manuals, programming guides
- and other documentation provided to Licensee by Sun under this
- Agreement.
- (B) Sun's Limited Grant to Licensee
- (1) Internal Source Evaluation
- Sun grants Licensee a non-exclusive, non-transferable
- royalty-free right to use the Software internally for the purposes of
- evaluation only, except as otherwise permitted in Section 1(B)(2) below.
- (2) Commercial Binary Distribution
- Sun grants Licensee a non-exclusive, non-transferable,
- royalty-free right to reproduce and distribute the Software in binary
- form only provided that Licensee complies with the following: (i)
- distribute the Software in binary form only complete and unmodified,
- only as part of, and for the sole purpose of running Licensee's software
- program ("Program") into which the Software is incorporated or bundled;
- (ii) do not remove or alter any proprietary legends or notices contained
- in the Software; (iii) only distribute the Program subject to a license
- agreement that protects Sun's interests consistent with the terms
- contained herein; and (iv) agree to indemnify, hold harmless, and defend
- Sun and its licensors from and against any claims or lawsuits, including
- attorney's fees, that arise or result from the use or distribution of
- the Program.
- (C) License Restrictions
- Licensee may not duplicate the Software in source form other
- than for a single copy of Software for archival purposes only. Licensee
- agrees to reproduce any copyright and other proprietary right notices on
- any such copy. Except as explicitly provided by this Agreement, Licensee
- may not rent, lease, loan, sell, or distribute the Software in whole or
- part, to any third party. No right, title, or interest in or to any
- trademarks, service marks, or trade names of Sun or Sun's licensors is
- granted hereunder. No license to any other Sun intellectual property is
- granted hereunder.
- (D) Licensee's Grant to Sun and Indemnification of Sun
- Licensee grants to Sun a non-exclusive, unrestricted, perpetual,
- worldwide, royalty-free license to use any modifications, in source and
- binary code form, that Licensee makes to the Software that are the
- original work of Licensee ("Modifications"). Licensee will deliver
- Modifications to Sun upon request. Licensee's grant to Sun includes the
- right to copy, modify, create derivative works from, sublicense and
- distribute Modifications. Licensee will defend and indemnity Sun from
- all claims of any nature for damages arising out of Sun's use or
- distribution of Modifications, and will pay all damages and costs
- awarded by a court of final appeal attributable to such claim.
- (E) Aircraft Product and Nuclear Applications Restriction
- LICENSEE ACKNOWLEDGES THAT SOFTWARE IS NOT DESIGNED OR INTENDED
- FOR USE IN ON-LINE CONTROL OF AIRCRAFT, AIR TRAFFIC, AIRCRAFT NAVIGATION
- OR AIRCRAFT COMMUNICATIONS; OR IN THE DESIGN, CONSTRUCTION, OPERATION OR
- MAINTENANCE OF ANY NUCLEAR FACILITY. SUN DISCLAIMS ANY EXPRESS OR
- IMPLIED WARRANTY OF FITNESS FOR SUCH USES.
- 2. Ownership
- (A) Software
- As between Sun and Licensee, Sun is and will be the sole and
- exclusive owner of all right, title and interest in and to the Software
- and other than the limited rights granted to Licensee in this Agreement,
- Licensee will not acquire any right, title or interest in the Software.
- (B) Modifications
- Licensee will own Modifications; however, Licensee's use of the
- Modifications will be limited solely to Licensee's internal,
- noncommercial uses.
- 3. Confidentiality
- (A) For purposes of this Agreement, "Confidential
- Information" means all technical information and any source code or
- binary code which Sun discloses to Licensee under this Agreement.
- Licensee may not disclose Confidential Information or use it except for
- the purposes specified in this Agreement. Licensee will protect the
- confidentiality of Confidential Information to the same degree of care,
- but no less than reasonable care, as Licensee uses to protect its own
- Confidential Information. Licensee's obligations regarding Confidential
- Information will expire no less than five (5) years from the date of
- receipt of the Confidential Information, except for Sun source code
- which will be protected in perpetuity. Licensee agrees that the Software
- contains trade secrets of Sun.
- (B) Notwithstanding any provisions contained in this
- Agreement concerning nondisclosure and non-use of the Confidential
- Information, the obligations of Section 3.(A) above will not apply to
- any portion of Confidential Information that a Licensee can demonstrate
- in writing is: (i) now, or hereafter through no act or failure to act on
- the part of Licensee becomes, generally known to the general public;
- (ii) known to Licensee at the time of receiving the Confidential
- Information without an obligation of confidentiality; (iii) hereafter
- rightfully furnished to Licensee by a third party without restriction on
- disclosure; or (iv) independently developed by Licensee without any use
- of the Confidential Information.
- (C) Licensee must restrict access to Confidential
- Information to its employees or contractors with a need for this access
- to perform their employment or contractual obligations and who have
- agreed in writing to be bound by a confidentiality obligation which
- incorporates the protections and restrictions substantially as set forth
- in this Agreement.
- (D) It is understood and agreed that, notwithstanding any other
- provision of this Agreement, Licensee's breach of the provisions of
- Section 3 of this Agreement will cause Sun irreparable damage for which
- recovery of money damages would be inadequate, and that Sun will
- therefore be entitled to seek timely injunctive relief to protect Sun's
- rights under this Agreement in addition to any and all remedies
- available at law.
- 4. TERM, Termination and survival
- (A) The Agreement is effective until terminated.
- (B) Either party may terminate this Agreement upon ten (10) days'
- written notice to the other party. However, Sun may terminate this
- Agreement immediately should any Software become, or in Sun's opinion be
- likely to become, the subject of a claim of infringement of a patent,
- trade secret or copyright.
- (C) Sun may terminate this Agreement immediately should Licensee
- materially breach any of its provisions or take any action in derogation
- of Sun's rights to the Confidential Information licensed to Licensee.
- (D) Upon termination or expiration of this Agreement, Licensee will
- immediately cease use and destroy the Software and any copies thereof
- and provide Sun a written statement certifying that Licensee has
- complied with the foregoing obligations.
- (E) Rights and obligations under this Agreement which by their
- nature should survive, will remain in effect after termination or
- expiration hereof.
- 5. DISCLAIMER OF Warranty
- LICENSEE ACKNOWLEDGES THAT: (i) THE SOFTWARE IS NONCOMMERCIAL,
- EXPERIMENTAL SOFTWARE; (ii) THE SOFTWARE MAY CONTAIN ERRORS, DESIGN
- FLAWS OR OTHER PROBLEMS WHICH CANNOT OR WILL NOT BE CORRECTED BY SUN;
- (iii) THE SOFTWARE MAY NOT FUNCTION FULLY OR ADEQUATELY UPON
- INSTALLATION; (iv) IT MAY NOT BE POSSIBLE TO MAKE THE SOFTWARE
- FUNCTIONAL; (v) USE OF THE SOFTWARE MAY RESULT IN UNEXPECTED RESULTS,
- LOSS OF DATA OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO LICENSEE; AND (vi)
- SUN IS UNDER NO OBLIGATION TO CONTINUE FURTHER DEVELOPMENT OF THE
- SOFTWARE OR RELEASE THE SOFTWARE AS A PRODUCT FROM SUN. THE SOFTWARE IS
- PROVIDED TO LICENSEE "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS,
- REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
- MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
- OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH
- DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
- 6. MAINTENANCE AND SUPPORT
- Sun has no obligation to provide maintenance, error corrections,
- updates or support for the Software under this Agreement.
- 7. Limitation of Liability
- TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SUN'S AGGREGATE
- LIABILITY TO LICENSEE OR TO ANY THIRD PARTY FOR CLAIMS RELATING TO THIS
- AGREEMENT, WHETHER FOR BREACH OR IN TORT, WILL BE LIMITED TO THE FEES
- PAID BY LICENSEE FOR SOFTWARE WHICH IS THE SUBJECT MATTER OF THE CLAIMS.
- IN NO EVENT WILL SUN BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
- INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF
- THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA
- OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF
- IN TORT, EVEN IF SUN HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF
- SUCH DAMAGE. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED, EVEN IF
- ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS
- ESSENTIAL PURPOSE.
- LICENSEE WILL HOLD SUN HARMLESS FROM ANY CLAIMS BASED ON
- LICENSEE'S USE OF THE SOFTWARE AND FROM ANY CLAIMS THAT LATER VERSIONS
- OR RELEASES OF ANY SOFTWARE FURNISHED TO LICENSEE ARE INCOMPATIBLE WITH
- THE SOFTWARE PROVIDED TO LICENSEE UNDER THIS AGREEMENT.
- 8. Government User
- Software is provided solely under the terms and conditions of
- this Agreement. The FAR and/or DFAR or any other U.S. Government Agency
- provisions relating to Rights in Data, Computer Software and/or
- Technical Data do not apply, even though some of the terms of those
- provisions may be similar to provisions stated herein.
- 9. Export Law
- Licensee acknowledges and agrees that this Software and/or
- technology is subject to the U.S. Export Administration Laws and
- Regulations. Diversion of such Software and/or technology contrary to
- U.S. law is prohibited. Licensee agrees that none of this Software
- and/or technology, nor any direct product therefrom, is being or will be
- acquired for, shipped, transferred, or reexported, directly or
- indirectly, to proscribed or embargoed countries or their nationals, nor
- be used for nuclear activities, chemical biological weapons, or missile
- projects unless authorized by the U.S. Government. Proscribed countries
- are set forth in the U.S. Export Administration Regulations. Countries
- subject to U.S. embargo are: Cuba, Iran, Iraq, Libya, North Korea,
- Syria, and the Sudan. This list is subject to change without further
- notice from Sun, and Licensee must comply with the list as it exists in
- fact. Licensee certifies that it is not on the U.S. Department of
- Commerce's Denied Persons List !
- or affiliated lists or on the U.S. Department of Treasury's Specially
- Designated Nationals List. Licensee agrees to comply strictly with all
- U.S. export laws and assumes sole responsibility for obtaining licenses
- to export or reexport as may be required.
- Licensee is responsible for complying with any applicable local
- laws and regulations, including but not limited to, the export and
- import laws and regulations of other countries.
- 10. Governing Law, Jurisdiction and Venue
- Any action related to this Agreement shall be governed by
- California law and controlling U.S. federal law. The U.N. Convention for
- the International Sale of Goods and choice of law rules of any
- jurisdiction shall not apply. The parties agree that any action shall be
- brought in the United States District Court for the Northern District of
- California or the California superior Court for the County of Santa
- Clara, as applicable, and the parties hereby submit exclusively to the
- personal jurisdiction and venue of the United States District Court for
- the Northern District of California and the California Superior Court of
- the county of Santa Clara.
- 11. NO ASSIGNMENT
- Neither party may assign or otherwise transfer any of its rights
- or obligations under this Agreement, without the prior written consent
- of the other party, except that Sun may assign its right to payment and
- may assign this Agreement to an affiliated company.
- 12. OFFICIAL LANGUAGE
- The official text of this Agreement is in the English language
- and any interpretation or construction of this Agreement will be based
- thereon. In the event that this Agreement or any documents or notices
- related to it are translated into any other language, the English
- language version will control.
- 13. ENTIRE AGREEMENT
- This Agreement is the parties' entire agreement relating to the
- Software. It supersedes all prior or contemporaneous oral or written
- communications, proposals, warranties, and representations with respect
- to its subject matter, and following Licensee's acceptance of this
- license by clicking on the "Accept" Button, will prevail over any
- conflicting or additional terms of any subsequent quote, order,
- acknowledgment, or any other communications by or between the parties.
- No modification to this Agreement will be binding, unless in writing and
- signed by an authorized representative of each party.