312 lines
21 KiB
Plaintext
312 lines
21 KiB
Plaintext
Copyright (c) 2013-2015 StrongLoop, Inc.
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loopback-component-explorer uses a 'dual license' model. Users may use
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loopback-component-explorer under the terms of the MIT license, or under the
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StrongLoop License. The text of both is included below.
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MIT license
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Permission is hereby granted, free of charge, to any person obtaining a copy
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of this software and associated documentation files (the "Software"), to deal
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in the Software without restriction, including without limitation the rights
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to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
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copies of the Software, and to permit persons to whom the Software is
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furnished to do so, subject to the following conditions:
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The above copyright notice and this permission notice shall be included in
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all copies or substantial portions of the Software.
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THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
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IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
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FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
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AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
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LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
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OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN
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THE SOFTWARE.
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StrongLoop License
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STRONGLOOP SUBSCRIPTION AGREEMENT
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PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU AGREE TO THESE TERMS. IF YOU
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ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE
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AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT
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AGREE TO THESE TERMS, YOU SHOULD NOT AGREE TO THE TERMS OF THIS AGREEMENT OR
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INSTALL OR USE THE SOFTWARE.
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This StrongLoop Subscription Agreement ("Agreement") is made by and between
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StrongLoop, Inc. ("StrongLoop") with its principal place of business at 107 S.
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B St, Suite 220, San Mateo, CA 94401 and the person or entity entering into this
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Agreement ("Customer"). The effective date ("Effective Date") of this Agreement
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is the date Customer agrees to these terms or installs or uses the Software (as
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defined below). This Agreement applies to Customer's use of the Software but it
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shall be superseded by any signed agreement between you and StrongLoop
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concerning the Software.
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1. Subscriptions and Licenses.
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1.1 Subscriptions. StrongLoop offers five different subscription levels to its
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customers, each as more particularly described on StrongLoop's website located
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at www.strongloop.com (the "StrongLoop Site"): (1) Free; (2) Developer; (3)
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Professional; (4) Gold; and (5) Platinum. The actual subscription level
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applicable to Customer (the "Subscription") will be specified in the purchase
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order that Customer issues to StrongLoop. This Agreement applies to Customer
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regardless of the level of the Subscription selected by Customer and whether or
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not Customer upgrades or downgrades its Subscription. StrongLoop hereby agrees
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to provide the services as described on the StrongLoop Site for each
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Subscription level during the term for which Customer has purchased the
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applicable Subscription, subject to Customer paying the fees applicable to the
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Subscription level purchased, if any (the "Subscription Fees"). StrongLoop may
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modify the services to be provided under any Subscription upon notice to
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Customer.
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1.2 License Grant. Subject to the terms and conditions of this Agreement,
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StrongLoop grants to Customer, during the Subscription Term (as defined in
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Section 7.1 (Term and Termination) of this Agreement, a limited, non-exclusive,
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non-transferable right and license, to install and use the StrongLoop Suite
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software (the "Software") and the documentation made available electronically as
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part of the Software (the "Documentation"), either of which may be modified
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during the Term (as defined in Section 7.1 below), solely for development,
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production and commercial purposes so long as Customer is using the Software to
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run only one process on a given operating system at a time. This Agreement,
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including but not limited to the license and restrictions contained herein,
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apply to Customer regardless of whether Customer accesses the Software via
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download from the StrongLoop Site or through a third-party website or service,
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even if Customer acquired the Software prior to agreeing to this Agreement.
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1.3 License Restrictions. Customer shall not itself, or through any parent,
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subsidiary, affiliate, agent or other third party:
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1.3.1 sell, lease, license, distribute, sublicense or otherwise transfer
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in whole or in part, any Software or the Documentation to a third party;
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or
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1.3.2 decompile, disassemble, translate, reverse engineer or otherwise
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attempt to derive source code from the Software, in whole or in part, nor
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shall Customer use any mechanical, electronic or other method to trace,
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decompile, disassemble, or identify the source code of the Software or
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encourage others to do so, except to the limited extent, if any, that
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applicable law permits such acts notwithstanding any contractual
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prohibitions, provided, however, before Customer exercises any rights that
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Customer believes to be entitled to based on mandatory law, Customer shall
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provide StrongLoop with thirty (30) days prior written notice and provide
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all reasonably requested information to allow StrongLoop to assess
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Customer's claim and, at StrongLoop's sole discretion, to provide
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alternatives that reduce any adverse impact on StrongLoop's intellectual
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property or other rights; or
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1.3.3 allow access or permit use of the Software by any users other than
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Customer's employees or authorized third-party contractors who are
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providing services to Customer and agree in writing to abide by the terms
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of this Agreement, provided further that Customer shall be liable for any
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failure by such employees and third-party contractors to comply with the
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terms of this Agreement and no usage restrictions, if any, shall be
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exceeded; or
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1.3.4 create, develop, license, install, use, or deploy any third party
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software or services to circumvent or provide access, permissions or
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rights which violate the license keys embedded within the Software; or
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1.3.5 modify or create derivative works based upon the Software or
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Documentation; or disclose the results of any benchmark test of the
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Software to any third party without StrongLoop's prior written approval;
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or
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1.3.6 change any proprietary rights notices which appear in the Software
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or Documentation; or
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1.3.7 use the Software as part of a time sharing or service bureau
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purposes or in any other resale capacity.
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1.4 Third-Party Software. The Software may include individual certain software
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that is owned by third parties, including individual open source software
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components (the "Third-Party Software"), each of which has its own copyright and
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its own applicable license conditions. Such third-party software is licensed to
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Customer under the terms of the applicable third-party licenses and/or copyright
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notices that can be found in the LICENSES file, the Documentation or other
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materials accompanying the Software, except that Sections 5 (Warranty
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Disclaimer) and 6 (Limitation of Liability) also govern Customer's use of the
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third-party software. Customer agrees to comply with the terms and conditions
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of the relevant third-party software licenses.
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2. Support Services. StrongLoop has no obligation to provide any support for
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the Software other than the support services specifically described on the
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StrongLoop Site for the Subscription level procured by Customer. However,
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StrongLoop has endeavored to establish a community of users of the Software who
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have provided their own feedback, hints and advice regarding their experiences
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in using the Software. You can find that community and user feedback on the
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StrongLoop Site. The use of any information, content or other materials from,
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contained in or on the StrongLoop Site are subject to the StrongLoop website
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terms of use located here http://www.strongloop.com/terms-of-service.
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3. Confidentiality. For purposes of this Agreement, "Confidential Information"
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means any and all information or proprietary materials (in every form and media)
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not generally known in the relevant trade or industry and which has been or is
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hereafter disclosed or made available by StrongLoop to Customer in connection
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with the transactions contemplated under this Agreement, including (i) all trade
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secrets, (ii) existing or contemplated Software, services, designs, technology,
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processes, technical data, engineering, techniques, methodologies and concepts
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and any related information, and (iii) information relating to business plans,
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sales or marketing methods and customer lists or requirements. For a period of
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five (5) years from the date of disclosure of the applicable Confidential
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Information, Customer shall (i) hold the Confidential Information in trust and
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confidence and avoid the disclosure or release thereof to any other person or
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entity by using the same degree of care as it uses to avoid unauthorized use,
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disclosure, or dissemination of its own Confidential Information of a similar
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nature, but not less than reasonable care, and (ii) not use the Confidential
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Information for any purpose whatsoever except as expressly contemplated under
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this Agreement; provided that, to the extent the Confidential Information
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constitutes a trade secret under law, Customer agrees to protect such
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information for so long as it qualifies as a trade secret under applicable law.
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Customer shall disclose the Confidential Information only to those of its
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employees and contractors having a need to know such Confidential Information
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and shall take all reasonable precautions to ensure that such employees and
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contractors comply with the provisions of this Section. The obligations of
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Customer under this Section shall not apply to information that Customer can
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demonstrate (i) was in its possession at the time of disclosure and without
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restriction as to confidentiality, (ii) at the time of disclosure is generally
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available to the public or after disclosure becomes generally available to the
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public through no breach of agreement or other wrongful act by Customer, (iii)
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has been received from a third party without restriction on disclosure and
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without breach of agreement by Customer, or (iv) is independently developed by
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Customer without regard to the Confidential Information. In addition, Customer
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may disclose Confidential Information as required to comply with binding orders
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of governmental entities that have jurisdiction over it; provided that Customer
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gives StrongLoop reasonable written notice to allow StrongLoop to seek a
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protective order or other appropriate remedy, discloses only such Confidential
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Information as is required by the governmental entity, and uses commercially
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reasonable efforts to obtain confidential treatment for any Confidential
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Information disclosed. Notwithstanding the above, Customer agrees that
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StrongLoop, its employees and agents shall be free to use and employ their
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general skills, know-how, and expertise, and to use, disclose, and employ any
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generalized ideas, concepts, know-how, methods, techniques or skills gained or
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learned during the Term or thereafter.
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4. Ownership. StrongLoop shall retain all intellectual property and proprietary
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rights in the Software, Documentation, and related works, including but not
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limited to any derivative work of the foregoing and StrongLoop's licensors shall
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retain all intellectual property and proprietary rights in any Third-Party
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Software that may be provided with or as a part of the Software. Customer shall
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do nothing inconsistent with StrongLoop's or its licensors' title to the
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Software and the intellectual property rights embodied therein, including, but
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not limited to, transferring, loaning, selling, assigning, pledging, or
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otherwise disposing, encumbering, or suffering a lien or encumbrance upon or
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against any interest in the Software. The Software (including any Third-Party
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Software) contain copyrighted material, trade secrets and other proprietary
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material of StrongLoop and/or its licensors.
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5. Warranty Disclaimer. THE SOFTWARE (INCLUDING ANY THIRD-PARTY SOFTWARE) AND
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DOCUMENTATION MADE AVAILABLE TO CUSTOMER ARE PROVIDED "AS-IS" AND STRONGLOOP,
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ON BEHALF OF ITSELF AND ITS LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
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KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
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OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE,
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PERFORMANCE, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE,
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COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. STRONGLOOP DOES
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NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
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ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE
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WILL PROVIDE OR ENSURE ANY PARTICULAR RESULTS OR OUTCOME. NO ORAL OR WRITTEN
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INFORMATION OR ADVICE GIVEN BY STRONGLOOP OR ITS AUTHORIZED REPRESENTATIVES
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SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
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STRONGLOOP IS NOT OBLIGATED TO PROVIDE CUSTOMER WITH UPGRADES TO THE SOFTWARE,
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BUT MAY ELECT TO DO SO IN ITS SOLE DISCRETION. SOME JURISDICTIONS DO NOT ALLOW
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THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO
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CUSTOMER.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE
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SOFTWARE AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN
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THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR
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FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS
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SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS.
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6. Limitation of Liability.
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6.1 Exclusion of Liability. IN NO EVENT WILL STRONGLOOP OR ITS LICENSORS
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BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, RELIANCE, PUNITIVE,
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CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND
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HOWEVER CAUSED (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
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BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND
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THE LIKE), EVEN IF STRONGLOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
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DAMAGES. CUSTOMER BEARS FULL RESPONSIBILITY FOR USE OF THE SOFTWARE AND
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THE SUBSCRIPTION AND STRONGLOOP DOES NOT GUARANTEE THAT THE USE OF THE
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SOFTWARE AND SUBSCRIPTION WILL ENSURE THAT CUSTOMER'S NETWORK WILL BE
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AVAILABLE, SECURE, MONITORED OR PROTECTED AGAINST ANY DOWNTIME, DENIAL OF
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SERVICE ATTACKS, SECUITY BREACHES, HACKERS AND THE LIKE. IN NO EVENT WILL
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STRONGLOOP'S CUMULATIVE LIABILITY FOR ANY DAMAGES, LOSSES AND CAUSES OF
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ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE)
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ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF ONE
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HUNDRED DOLLARS (US$100) OR THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER
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TO STRONGLOOP IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM
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ARISES.
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6.2 Limitation of Damages. IN NO EVENT WILL STRONGLOOP'S LICENSORS HAVE
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ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.
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THE PROVISIONS OF THIS SECTION 6 ALLOCATE RISKS UNDER THIS AGREEMENT
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BETWEEN CUSTOMER, STRONGLOOP AND STRONGLOOP'S SUPPLIERS. THE FOREGOING
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LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT
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PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL
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PURPOSE.
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6.3 Failure of Essential Purpose. THE PARTIES AGREE THAT THESE
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LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY
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SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
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6.4 Allocation of Risk. The sections on limitation of liability and
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disclaimer of warranties allocate the risks in the Agreement between the
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parties. This allocation is an essential element of the basis of the
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bargain between the parties.
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7. Term and Termination.
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7.1 This Agreement shall commence on the Effective Date and continue for so long
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as Customer has a valid Subscription and is current on the payment of any
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Subscription Fees required to be paid for that Subscription (the "Subscription
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Term"). Either party may terminate this Agreement immediately upon written
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notice to the other party, and the Subscription and licenses granted hereunder
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automatically terminate upon the termination of this Agreement. This Agreement
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will terminate immediately without notice from StrongLoop if Customer fails to
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comply with or otherwise breaches any provision of this Agreement.
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7.2 All Sections other than Section 1.1 (Subscriptions) and 1.2 (Licenses) shall
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survive the expiration or termination of this Agreement.
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8. Subscription Fees and Payments. StrongLoop, Customer agrees to pay
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StrongLoop the Subscription Fees as described on the StrongLoop Site for the
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Subscription purchased unless a different amount has been agreed to in a
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separate agreement between Customer and StrongLoop. In addition, Customer shall
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pay all sales, use, value added, withholding, excise taxes and other tax, duty,
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custom and similar fees levied upon the delivery or use of the Software and the
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Subscriptions described in this Agreement. Fees shall be invoiced in full upon
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StrongLoop's acceptance of Customer's purchase order for the Subscription. All
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invoices shall be paid in US dollars and are due upon receipt and shall be paid
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within thirty (30) days. Payments shall be made without right of set-off or
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chargeback. If Customer does not pay the invoices when due, StrongLoop may
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charge interest at one percent (1%) per month or the highest rate permitted by
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law, whichever is lower, on the unpaid balance from the original due date. If
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Customer fails to pay fees in accordance with this Section, StrongLoop may
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suspend fulfilling its obligations under this Agreement (including but not
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limited to suspending the services under the Subscription) until payment is
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received by StrongLoop. If any applicable law requires Customer to withhold
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amounts from any payments to StrongLoop under this Agreement, (a) Customer shall
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effect such withholding, remit such amounts to the appropriate taxing
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authorities and promptly furnish StrongLoop with tax receipts evidencing the
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payments of such amounts and (b) the sum payable by Customer upon which the
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deduction or withholding is based shall be increased to the extent necessary to
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ensure that, after such deduction or withholding, StrongLoop receives and
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retains, free from liability for such deduction or withholding, a net amount
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equal to the amount StrongLoop would have received and retained absent the
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required deduction or withholding.
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9. General.
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9.1 Compliance with Laws. Customer shall abide by all local, state, federal and
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international laws, rules, regulations and orders applying to Customer's use of
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the Software, including, without limitation, the laws and regulations of the
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United States that may restrict the export and re-export of certain commodities
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and technical data of United States origin, including the Software. Customer
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agrees that it will not export or re-export the Software without the appropriate
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United States or foreign government licenses.
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9.2 Entire Agreement. This Agreement constitutes the entire agreement between
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the parties concerning the subject matter hereof. This Agreement supersedes all
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prior or contemporaneous discussions, proposals and agreements between the
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parties relating to the subject matter hereof. No amendment, modification or
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waiver of any provision of this Agreement shall be effective unless in writing
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and signed by both parties. Any additional or different terms on any purchase
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orders issued by Customer to StrongLoop shall not be binding on either party,
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are hereby rejected by StrongLoop and void.
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9.3 Severability. If any provision of this Agreement is held to be invalid or
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unenforceable, the remaining portions shall remain in full force and effect and
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such provision shall be enforced to the maximum extent possible so as to effect
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the intent of the parties and shall be reformed to the extent necessary to make
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such provision valid and enforceable.
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9.4 Waiver. No waiver of rights by either party may be implied from any actions
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or failures to enforce rights under this Agreement.
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9.5 Force Majeure. Neither party shall be liable to the other for any delay or
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failure to perform due to causes beyond its reasonable control (excluding
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payment of monies due).
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9.6 No Third Party Beneficiaries. Unless otherwise specifically stated, the
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terms of this Agreement are intended to be and are solely for the benefit of
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StrongLoop and Customer and do not create any right in favor of any third party.
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9.7 Governing Law and Jurisdiction. This Agreement shall be governed by the
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laws of the State of California, without reference to the principles of
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conflicts of law. The provisions of the Uniform Computerized Information
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Transaction Act and United Nations Convention on Contracts for the International
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Sale of Goods shall not apply to this Agreement. The parties shall attempt to
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resolve any dispute related to this Agreement informally, initially through
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their respective management, and then by non-binding mediation in San Francisco
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County, California. Any litigation related to this Agreement shall be brought
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in the state or federal courts located in San Francisco County, California, and
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only in those courts and each party irrevocably waives any objections to such
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venue.
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9.8 Notices. All notices must be in writing and shall be effective three (3)
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days after the date sent to the other party's headquarters, Attention Chief
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Financial Officer.
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