2014-02-18 01:53:51 +00:00
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Copyright (c) 2013-2014 StrongLoop, Inc.
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2014-07-01 15:54:56 +00:00
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loopback-component-storage uses a 'dual license' model. Users may use
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loopback-component-storage under the terms of the Artistic 2.0 license, or under
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2014-02-18 01:53:51 +00:00
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the StrongLoop License. The text of both is included below.
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Artistic License 2.0
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Copyright (c) 2000-2006, The Perl Foundation.
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Everyone is permitted to copy and distribute verbatim copies
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of this license document, but changing it is not allowed.
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Preamble
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This license establishes the terms under which a given free software
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Package may be copied, modified, distributed, and/or redistributed.
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The intent is that the Copyright Holder maintains some artistic
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control over the development of that Package while still keeping the
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Package available as open source and free software.
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You are always permitted to make arrangements wholly outside of this
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license directly with the Copyright Holder of a given Package. If the
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terms of this license do not permit the full use that you propose to
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make of the Package, you should contact the Copyright Holder and seek
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a different licensing arrangement.
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Definitions
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"Copyright Holder" means the individual(s) or organization(s)
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named in the copyright notice for the entire Package.
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"Contributor" means any party that has contributed code or other
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material to the Package, in accordance with the Copyright Holder's
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procedures.
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"You" and "your" means any person who would like to copy,
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distribute, or modify the Package.
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"Package" means the collection of files distributed by the
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Copyright Holder, and derivatives of that collection and/or of
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those files. A given Package may consist of either the Standard
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Version, or a Modified Version.
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"Distribute" means providing a copy of the Package or making it
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accessible to anyone else, or in the case of a company or
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organization, to others outside of your company or organization.
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"Distributor Fee" means any fee that you charge for Distributing
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this Package or providing support for this Package to another
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party. It does not mean licensing fees.
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"Standard Version" refers to the Package if it has not been
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modified, or has been modified only in ways explicitly requested
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by the Copyright Holder.
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"Modified Version" means the Package, if it has been changed, and
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such changes were not explicitly requested by the Copyright
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Holder.
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"Original License" means this Artistic License as Distributed with
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the Standard Version of the Package, in its current version or as
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it may be modified by The Perl Foundation in the future.
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"Source" form means the source code, documentation source, and
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configuration files for the Package.
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"Compiled" form means the compiled bytecode, object code, binary,
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or any other form resulting from mechanical transformation or
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translation of the Source form.
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Permission for Use and Modification Without Distribution
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(1) You are permitted to use the Standard Version and create and use
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Modified Versions for any purpose without restriction, provided that
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you do not Distribute the Modified Version.
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Permissions for Redistribution of the Standard Version
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(2) You may Distribute verbatim copies of the Source form of the
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Standard Version of this Package in any medium without restriction,
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either gratis or for a Distributor Fee, provided that you duplicate
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all of the original copyright notices and associated disclaimers. At
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your discretion, such verbatim copies may or may not include a
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Compiled form of the Package.
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(3) You may apply any bug fixes, portability changes, and other
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modifications made available from the Copyright Holder. The resulting
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Package will still be considered the Standard Version, and as such
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will be subject to the Original License.
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Distribution of Modified Versions of the Package as Source
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(4) You may Distribute your Modified Version as Source (either gratis
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or for a Distributor Fee, and with or without a Compiled form of the
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Modified Version) provided that you clearly document how it differs
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from the Standard Version, including, but not limited to, documenting
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any non-standard features, executables, or modules, and provided that
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you do at least ONE of the following:
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(a) make the Modified Version available to the Copyright Holder
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of the Standard Version, under the Original License, so that the
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Copyright Holder may include your modifications in the Standard
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Version.
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(b) ensure that installation of your Modified Version does not
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prevent the user installing or running the Standard Version. In
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addition, the Modified Version must bear a name that is different
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from the name of the Standard Version.
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(c) allow anyone who receives a copy of the Modified Version to
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make the Source form of the Modified Version available to others
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under
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(i) the Original License or
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(ii) a license that permits the licensee to freely copy,
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modify and redistribute the Modified Version using the same
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licensing terms that apply to the copy that the licensee
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received, and requires that the Source form of the Modified
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Version, and of any works derived from it, be made freely
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available in that license fees are prohibited but Distributor
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Fees are allowed.
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Distribution of Compiled Forms of the Standard Version
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or Modified Versions without the Source
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(5) You may Distribute Compiled forms of the Standard Version without
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the Source, provided that you include complete instructions on how to
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get the Source of the Standard Version. Such instructions must be
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valid at the time of your distribution. If these instructions, at any
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time while you are carrying out such distribution, become invalid, you
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must provide new instructions on demand or cease further distribution.
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If you provide valid instructions or cease distribution within thirty
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days after you become aware that the instructions are invalid, then
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you do not forfeit any of your rights under this license.
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(6) You may Distribute a Modified Version in Compiled form without
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the Source, provided that you comply with Section 4 with respect to
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the Source of the Modified Version.
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Aggregating or Linking the Package
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(7) You may aggregate the Package (either the Standard Version or
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Modified Version) with other packages and Distribute the resulting
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aggregation provided that you do not charge a licensing fee for the
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Package. Distributor Fees are permitted, and licensing fees for other
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components in the aggregation are permitted. The terms of this license
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apply to the use and Distribution of the Standard or Modified Versions
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as included in the aggregation.
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(8) You are permitted to link Modified and Standard Versions with
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other works, to embed the Package in a larger work of your own, or to
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build stand-alone binary or bytecode versions of applications that
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include the Package, and Distribute the result without restriction,
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provided the result does not expose a direct interface to the Package.
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Items That are Not Considered Part of a Modified Version
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(9) Works (including, but not limited to, modules and scripts) that
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merely extend or make use of the Package, do not, by themselves, cause
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the Package to be a Modified Version. In addition, such works are not
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considered parts of the Package itself, and are not subject to the
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terms of this license.
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General Provisions
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(10) Any use, modification, and distribution of the Standard or
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Modified Versions is governed by this Artistic License. By using,
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modifying or distributing the Package, you accept this license. Do not
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use, modify, or distribute the Package, if you do not accept this
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license.
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(11) If your Modified Version has been derived from a Modified
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Version made by someone other than you, you are nevertheless required
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to ensure that your Modified Version complies with the requirements of
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this license.
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(12) This license does not grant you the right to use any trademark,
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service mark, tradename, or logo of the Copyright Holder.
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(13) This license includes the non-exclusive, worldwide,
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free-of-charge patent license to make, have made, use, offer to sell,
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sell, import and otherwise transfer the Package with respect to any
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patent claims licensable by the Copyright Holder that are necessarily
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infringed by the Package. If you institute patent litigation
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(including a cross-claim or counterclaim) against any party alleging
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that the Package constitutes direct or contributory patent
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infringement, then this Artistic License to you shall terminate on the
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date that such litigation is filed.
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(14) Disclaimer of Warranty:
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THE PACKAGE IS PROVIDED BY THE COPYRIGHT HOLDER AND CONTRIBUTORS "AS
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IS' AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. THE IMPLIED
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WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
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NON-INFRINGEMENT ARE DISCLAIMED TO THE EXTENT PERMITTED BY YOUR LOCAL
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LAW. UNLESS REQUIRED BY LAW, NO COPYRIGHT HOLDER OR CONTRIBUTOR WILL
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BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
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DAMAGES ARISING IN ANY WAY OUT OF THE USE OF THE PACKAGE, EVEN IF
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ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
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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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.
|
|
|
|
THE PROVISIONS OF THIS SECTION 6 ALLOCATE RISKS UNDER THIS AGREEMENT
|
|
|
|
BETWEEN CUSTOMER, STRONGLOOP AND STRONGLOOP'S SUPPLIERS. THE FOREGOING
|
|
|
|
LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT
|
|
|
|
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
|
|
|
|
LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY
|
|
|
|
SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
|
|
|
|
6.4 Allocation of Risk. The sections on limitation of liability and
|
|
|
|
disclaimer of warranties allocate the risks in the Agreement between the
|
|
|
|
parties. This allocation is an essential element of the basis of the
|
|
|
|
bargain between the parties.
|
|
|
|
7. Term and Termination.
|
|
|
|
7.1 This Agreement shall commence on the Effective Date and continue for so long
|
|
|
|
as Customer has a valid Subscription and is current on the payment of any
|
|
|
|
Subscription Fees required to be paid for that Subscription (the "Subscription
|
|
|
|
Term"). Either party may terminate this Agreement immediately upon written
|
|
|
|
notice to the other party, and the Subscription and licenses granted hereunder
|
|
|
|
automatically terminate upon the termination of this Agreement. This Agreement
|
|
|
|
will terminate immediately without notice from StrongLoop if Customer fails to
|
|
|
|
comply with or otherwise breaches any provision of this Agreement.
|
|
|
|
7.2 All Sections other than Section 1.1 (Subscriptions) and 1.2 (Licenses) shall
|
|
|
|
survive the expiration or termination of this Agreement.
|
|
|
|
8. Subscription Fees and Payments. StrongLoop, Customer agrees to pay
|
|
|
|
StrongLoop the Subscription Fees as described on the StrongLoop Site for the
|
|
|
|
Subscription purchased unless a different amount has been agreed to in a
|
|
|
|
separate agreement between Customer and StrongLoop. In addition, Customer shall
|
|
|
|
pay all sales, use, value added, withholding, excise taxes and other tax, duty,
|
|
|
|
custom and similar fees levied upon the delivery or use of the Software and the
|
|
|
|
Subscriptions described in this Agreement. Fees shall be invoiced in full upon
|
|
|
|
StrongLoop's acceptance of Customer's purchase order for the Subscription. All
|
|
|
|
invoices shall be paid in US dollars and are due upon receipt and shall be paid
|
|
|
|
within thirty (30) days. Payments shall be made without right of set-off or
|
|
|
|
chargeback. If Customer does not pay the invoices when due, StrongLoop may
|
|
|
|
charge interest at one percent (1%) per month or the highest rate permitted by
|
|
|
|
law, whichever is lower, on the unpaid balance from the original due date. If
|
|
|
|
Customer fails to pay fees in accordance with this Section, StrongLoop may
|
|
|
|
suspend fulfilling its obligations under this Agreement (including but not
|
|
|
|
limited to suspending the services under the Subscription) until payment is
|
|
|
|
received by StrongLoop. If any applicable law requires Customer to withhold
|
|
|
|
amounts from any payments to StrongLoop under this Agreement, (a) Customer shall
|
|
|
|
effect such withholding, remit such amounts to the appropriate taxing
|
|
|
|
authorities and promptly furnish StrongLoop with tax receipts evidencing the
|
|
|
|
payments of such amounts and (b) the sum payable by Customer upon which the
|
|
|
|
deduction or withholding is based shall be increased to the extent necessary to
|
|
|
|
ensure that, after such deduction or withholding, StrongLoop receives and
|
|
|
|
retains, free from liability for such deduction or withholding, a net amount
|
|
|
|
equal to the amount StrongLoop would have received and retained absent the
|
|
|
|
required deduction or withholding.
|
|
|
|
9. General.
|
|
|
|
9.1 Compliance with Laws. Customer shall abide by all local, state, federal and
|
|
|
|
international laws, rules, regulations and orders applying to Customer's use of
|
|
|
|
the Software, including, without limitation, the laws and regulations of the
|
|
|
|
United States that may restrict the export and re-export of certain commodities
|
|
|
|
and technical data of United States origin, including the Software. Customer
|
|
|
|
agrees that it will not export or re-export the Software without the appropriate
|
|
|
|
United States or foreign government licenses.
|
|
|
|
9.2 Entire Agreement. This Agreement constitutes the entire agreement between
|
|
|
|
the parties concerning the subject matter hereof. This Agreement supersedes all
|
|
|
|
prior or contemporaneous discussions, proposals and agreements between the
|
|
|
|
parties relating to the subject matter hereof. No amendment, modification or
|
|
|
|
waiver of any provision of this Agreement shall be effective unless in writing
|
|
|
|
and signed by both parties. Any additional or different terms on any purchase
|
|
|
|
orders issued by Customer to StrongLoop shall not be binding on either party,
|
|
|
|
are hereby rejected by StrongLoop and void.
|
|
|
|
9.3 Severability. If any provision of this Agreement is held to be invalid or
|
|
|
|
unenforceable, the remaining portions shall remain in full force and effect and
|
|
|
|
such provision shall be enforced to the maximum extent possible so as to effect
|
|
|
|
the intent of the parties and shall be reformed to the extent necessary to make
|
|
|
|
such provision valid and enforceable.
|
|
|
|
9.4 Waiver. No waiver of rights by either party may be implied from any actions
|
|
|
|
or failures to enforce rights under this Agreement.
|
|
|
|
9.5 Force Majeure. Neither party shall be liable to the other for any delay or
|
|
|
|
failure to perform due to causes beyond its reasonable control (excluding
|
|
|
|
payment of monies due).
|
|
|
|
9.6 No Third Party Beneficiaries. Unless otherwise specifically stated, the
|
|
|
|
terms of this Agreement are intended to be and are solely for the benefit of
|
|
|
|
StrongLoop and Customer and do not create any right in favor of any third party.
|
|
|
|
9.7 Governing Law and Jurisdiction. This Agreement shall be governed by the
|
|
|
|
laws of the State of California, without reference to the principles of
|
|
|
|
conflicts of law. The provisions of the Uniform Computerized Information
|
|
|
|
Transaction Act and United Nations Convention on Contracts for the International
|
|
|
|
Sale of Goods shall not apply to this Agreement. The parties shall attempt to
|
|
|
|
resolve any dispute related to this Agreement informally, initially through
|
|
|
|
their respective management, and then by non-binding mediation in San Francisco
|
|
|
|
County, California. Any litigation related to this Agreement shall be brought
|
|
|
|
in the state or federal courts located in San Francisco County, California, and
|
|
|
|
only in those courts and each party irrevocably waives any objections to such
|
|
|
|
venue.
|
|
|
|
9.8 Notices. All notices must be in writing and shall be effective three (3)
|
|
|
|
days after the date sent to the other party's headquarters, Attention Chief
|
|
|
|
Financial Officer.
|