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authorDylan Carlson <absinthe@gentoo.org>2003-03-11 12:01:17 +0000
committerDylan Carlson <absinthe@gentoo.org>2003-03-11 12:01:17 +0000
commit23ddc2fb762104ba77abb98d9f4968fed6f645b7 (patch)
tree3f503049c7e7560020adf394150af45ddc465934 /licenses/ORIONSERVER
parentnotes in ChangeLog (diff)
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+Orion Application Server License Agreement
+
+IronFlare AB ("IronFlare") grants the Licensee (the "Licensee") a non-exclusive
+and non-transferable License (as hereinafter defined) for the software Orion
+Application Server (the "Software"), including Documentation (as hereinafter
+defined). The License permits the Licensee to Use (as hereinafter defined) the
+Software on a single computer system, (the "System") for use only upon the
+terms and subject to the conditions contained herein.
+
+1 Definitions
+
+1.1 "Confidential Information" means this Agreement, all Software listings,
+Documentation, information, data drawings, benchmark tests, specifications,
+trade secrets, object code and machine-readable copies of the Software, source
+code relating to the software, and any other proprietary information supplied
+to Licensee by IronFlare.
+
+1.2 "Documentation" means all online help files or written instructions
+regarding the use of the Software.
+
+
+1.3 "Use" means utilisation of the Software by loading, transmitting or copying
+the same into temporary (e.g. RAM) or permanent memory (e.g. hard disk, CD-ROM
+or other storage device) of the System for the processing of the Software.
+
+
+2. License
+
+2.1 IronFlare hereby grants the Licensee a non-exclusive, non-transferable and
+non-assignable right to Use the Software on one (1) System and use the
+Documentation in connection with Use of the Software (the "License").
+
+2.2 The validity of the License is conditional on payment by the Licensee of a
+license fee for the Software in accordance with this Agreement. The Software
+is NOT free or shareware.
+
+
+2.3 Copies of the Software made in accordance with this Agreement, are covered
+by the provisions of this Agreement.
+
+
+3. License Restrictions
+
+
+
+3.1 Licensee agrees that it will itself, or through any parent, subsidiary,
+affiliate, agent or other third party:
+
+
+3.1.1 not sell, lease, rent, loan, license, sublicense, redistribute, encumber
+or otherwise deal with any portion of the Software or Documentation or
+otherwise permit anyone other than the Licensee either directly or indirectly,
+for payment or otherwise, to make use of or otherwise dispose of the Software
+or the Documentation; the making of copies of the Software or the
+Documentation for private use is therefore prohibited;
+
+
+3.1.2 not decompile, disassemble, or reverse engineer binary portions of the
+Software or otherwise attempt to derive the source code from such portions,
+unless and to the extent required under national law;
+
+
+3.1.3 not create any derivative software or any other software program from the
+Software or based on the Confidential Information provided by IronFlare;
+
+
+3.1.4 not use the Software to provide processing services to third parties,
+commercial timesharing, rental or sharing arrangements, or on a "service
+bureau" basis;
+
+
+3.1.5 not provide, disclose, divulge or make available to, or permit use of the
+Software, the Documentation or the Confidential Information by persons other
+than Licensee's employees;
+
+
+3.1.6 maintain accurate and up-to-date records of the number and location of
+all copies of the Software;
+
+
+3.1.7 supervise and control that use of the Software and the fulfillment of the
+Licensee's other obligations is made in accordance with the terms of this
+Agreement.
+
+
+4. License Fee
+
+
+
+4.1 In consideration of the rights granted herein, the Licensee shall pay
+IronFlare the license fee indicated on the Internet site as the Licensee
+downloaded the Software or any other site that IronFlare informs the Licensee
+of (the "the License Fee") before the first Use of the Software by the
+Licensee. In the event of overdue payment, IronFlare reserves the right to
+charge interest on the amount due at the rate of two per cent per month until
+the date of payment.
+
+
+4.2 If the License is prolonged for another one-year-period according to clause
+6.1 below, the Licensee shall pay to IronFlare the License Fee or, if
+applicable, the adjusted License Fee that IronFlare has informed the Licensee
+of.
+
+
+4.3 The Licensee shall reimburse IronFlare for all sales, use or other taxes,
+fees or duties not based on income, arising out of this Agreement.
+
+
+4.4 Payments to IronFlare according to this Agreement shall be made in
+accordance with IronFlare's instructions on the Internet site as the Licensee
+downloaded the Software or any other site that IronFlare informs the Licensee
+of.
+
+
+5. Upgrades
+
+
+
+5.1 Upon payment to IronFlare of the License Fee, the Licensee shall be
+entitled to receive new versions of the Software during the term of this
+Agreement ("Upgrades"). Upgrades form a part of the Software and this
+Agreement shall apply to such Upgrades.
+
+
+5.2 Upgrades will be made available at the same Internet site as the Licensee
+downloaded the Software or any other site that IronFlare informs the Licensee
+of.
+
+
+5.3 The Licensee may make queries or report errors to IronFlare by means of
+Electronic Mail. IronFlare is under no obligation to support the Software or
+to make error corrections.
+
+
+6. Term and Termination
+
+
+
+6.1 This Agreement shall become effective on the first date on which the
+Licensee Uses the Software (the "Effective Date") and will expire one (1) year
+from the Effective Date ("the Expiry Date"), unless terminated earlier as
+provided in this Agreement. This Agreement will be automatically prolonged for
+an additional one-year-period from the Expiry Date if the Licensee not later
+than on the Expiry Date pays to IronFlare the Licensee Fee as stated in clause
+4.2 above for the following one-year-period.
+
+
+6.2 Notwithstanding any provisions contained herein, this Agreement may be
+terminated with immediate effect by IronFlare upon written notification, if
+Licensee substantially fails to fulfill the Licensee's obligations according
+to this Agreement.
+
+
+6.3 The Licensee may terminate this License at any time by destroying the
+Software, Documentation and all copies thereof.
+
+
+6.4 Upon termination, the Licensee shall (i) immediately return to IronFlare
+all Confidential Information and (ii) pay to IronFlare any and all amounts
+outstanding under this Agreement.
+
+
+6.5 The termination of this Agreement shall be without prejudice to the rights
+of the parties accrued up to the date of such expiry or termination. The
+Licensee shall not be entitled to any refund of fees and other sums paid to
+IronFlare.
+
+
+6.6 Clauses 7, 13 and 14 shall survive termination of this Agreement.
+
+
+7. Intellectual Property Rights
+
+
+
+7.1 The Licensee acknowledges that any and all trademarks, copyrights, patents
+and other intellectual property rights, owned by IronFlare, used or embodied
+in or connected with the Software and the Documentation, shall be and remain
+the exclusive property of IronFlare.
+
+
+7.2 This License does not entail the transfer to the Licensee of IronFlare's
+rights in the form of, among other things, copyright or, where appropriate,
+patent rights or any other intellectual property rights to the Software or the
+Documentation. The License does not include a special patent license, and the
+Licensee may not, therefore, make use of any actual patent.
+
+
+8. Warranty and Limitation of Liability
+
+
+
+8.1 THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER
+EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
+MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
+
+
+8.2 IronFlare DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR- FREE(INCLUDING,
+WITHOUT LIMITATION; FREE FROM VIRUS ETC.) OR THAT SUCH ERRORS WILL BE
+CORRECTED, AND THE LICENSEE IS SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES
+ASSOCIATED WITH RECTIFICATION,LOSS OF DATA, REPAIR OR DAMAGE CAUSED BY SUCH
+ERRORS.
+
+
+8.3 IronFlare SHALL NOT BE LIABLE TO THE LICENSEE OR TO ANY OTHER PARTY FOR ANY
+LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER CAUSED ARISING DIRECTLY OR INDIRECTLY
+IN CONNECTION WITH THIS LICENSE, THE SOFTWARE, ITS USE OR OTHERWISE, EXCEPT TO
+THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED UNDER THE
+APPLICABLE LAW.
+
+
+8.4 NOTWITHSTANDING THE GENERALITY OF CLAUSE 8.3 ABOVE, IronFlare EXPRESSLY
+EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR
+DAMAGE WHICH MAY ARISE IN RESPECT OF THE SOFTWARE HOWSOEVER CAUSED EVEN IF
+ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
+
+
+8.5 IN THE EVENT IronFlare INCURS ANY LIABILITY WHATSOEVER, SUCH LIABILITY IS
+LIMITED TO THE LICENSE FEE PAID BY THE LICENSEE FOR THE SOFTWARE (EXCEPT FOR
+DEATH OR PERSONAL INJURY ARISING FROM IronFlare'S NEGLIGENCE).
+
+
+9. The Licensee's Liability
+
+
+
+The Licensee agrees to indemnify IronFlare and hold IronFlare harmless against
+and from any claim, proceeding, loss, liability, fine, cost and expense
+(including court costs and reasonable fees for attorneys and other
+professionals) incurred as a result of (i) the Licensee failing to fulfill the
+Licensee's obligations or breaching the terms of this Agreement when using the
+Software, (ii) any failure of the Licensee to pay for, or to have all
+necessary rights, approvals and licenses required should the Software be
+interfaced with third party software and/or hardware, and (iii) any use or
+combination of the Software or any part thereof with any other programs or
+materials if such use or combination infringes any intellectual property
+rights of third parties.
+
+
+10. Severability
+
+
+
+In the event that any terms, conditions or provisions contained in this
+Agreement or any part thereof are found to be invalid, unlawful or
+unenforceable to any extent, the parties shall endeavour to agree such
+amendments, which shall in as far as possible effect the intentions expressed
+therein. In default of such agreement, such invalid term, condition or
+provision shall be severed from the remaining terms, conditions and
+provisions, which shall continue to be valid and enforceable to the fullest
+extent permitted by law.
+
+
+11. Assignment
+
+
+
+Neither this Agreement nor any rights granted by virtue of it, or resulting
+from it, may be assigned by the Licensee to others without IronFlare's prior
+written consent.
+
+
+12. Benchmarks
+
+
+
+The Licensee may publish results of any benchmark or comparison tests run on
+the Software, only if IronFlare is sent a copy of such results, as well as the
+actual classfiles or any other files used, or information needed, to perform
+the benchmarks or tests. Such results shall include information about the
+hardware used to run the benchmarks or tests.
+
+
+13. Confidential Information
+
+
+
+13.1 The Licensee shall treat all proprietary and/or Confidential Information
+as strictly confidential. The Licensee hereby agrees that all terms and
+conditions of this Agreement shall be treated as confidential and shall not be
+disclosed to others without IronFlare's prior written consent. This
+confidentiality undertaking shall not apply to any part of the proprietary
+and/or Confidential Information of which the Licensee can prove (i) was known
+to it prior to being furnished to it hereunder (as evidenced by written record
+predating such disclosure), (ii) was or became public knowledge through no
+fault or breach of the terms of this Agreement by the Licensee, (iii) was
+received by the Licensee from a third party in good faith and not in breach of
+any agreement, or (iv) was independently acquired by the Licensee as a result
+of work carried out by an employee of the Licensee to whom no disclosure of
+this proprietary and/or Confidential Information was made.
+
+
+13.2 The Licensee approves IronFlare, when marketing the Software, giving
+public the fact that the Licensee is a user.
+
+
+14. Force Majeure
+
+
+
+Neither the Licensee nor IronFlare shall be liable for breach of any of the
+provisions of this Agreement in case of force majeure. Force majeure shall
+include, but shall not be limited to, inability to supply the Software,
+material breakdown of its equipment, labour disputes of whatever nature or
+cause, and any other circumstances reasonably beyond the control of the party
+claiming that this provision shall apply.
+
+
+15. Applicable law and arbitration
+
+
+
+15.1 This Agreement shall be construed under and governed by the laws of
+Sweden.
+
+
+15.2 Any dispute concerning the interpretation and/or application of this
+Agreement shall be settled by arbitration under the Rules of the Stockholm
+Chamber of Commerce. Arbitration proceedings shall be held in Stockholm,
+Sweden. The proceedings shall be conducted in the English language.
+
+
+15.3 Notwithstanding the provision in clause 15.2, IronFlare may, in its sole
+choice and discretion, institute proceedings concerning the recovery of any
+fees and rates unpaid under this Agreement in any court having jurisdiction
+over the Licensee and also in the District Court of Stockholm, the
+jurisdiction of which the Licensee hereby expressly and irrevocably submits
+to. \ No newline at end of file