YumaWorks License Agreement
YumaPro SDK Basic License Agreement
YumaWorks, Inc., Licensor, (“YumaWorks”) grants a non-exclusive license to you (Licensee) to use the software described herein (“Licensed Software”) conditioned upon Licensee’s acceptance of all terms set forth in this Agreement.
PLEASE READ THE TERMS CAREFULLY. BY LOADING, DOWNLOADING, MODIFYING, OR OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THIS LICENSE AGREEMENT.
If you do not agree to these terms, YumaWorks does not license the software to you. In such event, you may not use the licensed software, and, if you have downloaded it, you must promptly contact YumaWorks for instructions on erasing and/or inactivating it.
NOTE:
THE LICENSED SOFTWARE IS LIMITED TO USE BY A SINGLE USER.
THE LICENSED SOFTWARE MAY BE INSTALLED ON UP TO TWO COMPUTERS. SEE EXHIBIT B.
THE LICENSED SOFTWARE CANNOT BE DISTRIBUTED TO OTHERS.
THE TEST RESULTS FROM USE OF THE LICENSED SOFTWARE TESTS CANNOT BE PUBLISHED IN ANY WAY.
THE SOFTWARE AND ACCOMPANYING USER DOCUMENTATION ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
THE SOFTWARE USES EXTERNAL LIBRARIES AND OPEN-SOURCE C MODULES WHICH HAVE THEIR OWN LICENSE. REFER TO yumapro-legal-notices.pdf.
This License Agreement (the “Agreement”) is made as of the date Licensee registers on the YumaWorks website and accepts the License terms (the “Effective Date”), by and between YumaWorks, Inc., a California corporation that may be contacted at 685 Cochran St. #160, Simi Valley, CA 93065 (“YumaWorks”) and you (“Licensee”).
RECITALS
A. YumaWorks owns the rights to grant licenses to certain computer software modules used in implementing certain networking protocols described in Exhibit A.
B. YumaWorks desires to grant and Licensee desires to receive a non-exclusive license to such YumaWorks computer software modules in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 Licensed Software means YumaWorks’s computer software modules and documentation thereof, as specified in Exhibit A, including bug fixes and updates thereto provided to Licensee in connection with this Agreement.
1.2 Intellectual Property Rights means patent rights, copyright rights, trade secret rights, and any other intellectual property rights.
1.3 Binary Code means the portion of the Licensed Software which is licensed to Licensee in machine executable binary form, as specified in Exhibit A.
1.4 Source Code means the portion of the Licensed Software which is licensed to Licensee in human-readable form, as specified in Exhibit A.
2. LICENSE GRANTS
2.1 Binary Code Use License. Subject to the terms and conditions of this Agreement, YumaWorks grants Licensee a non-exclusive, non-transferable license to use the Binary Code (if any) for internal use only. Licensee may use the Binary Code (if any) as specified in Exhibit B. Licensee agrees to comply with all reasonable monitoring requirements imposed by YumaWorks to ensure compliance with the license restrictions.
2.2 No Sublicense Right. Licensee has no right to transfer, sub-license or otherwise distribute the Licensed Software to any third party.
2.3 Other Restrictions in License Grants. Licensee may not: (i) disassemble, decompile or reverse engineer the Binary Code nor permit any third party to do so; (ii) copy the Licensed Software, except as necessary to use the Licensed Software in accordance with the license granted under Sections 2.1; or (iii) use the Licensed Software in any manner to provide testing or other computer services to third parties.
2.4 No Trademark License. Licensee has no right or license to use any trademark of YumaWorks or its suppliers during or after the term of this Agreement. In particular, and without limiting the foregoing, Licensee may not use any trademark of YumaWorks or the name “YumaWorks”, without consent of YumaWorks, in making any statement or representation concerning results of testing and verification performed using the Licensed Software.
2.5 Proprietary Notices. The Licensed Software is copyrighted. All proprietary notices incorporated in, marked on, or affixed to the Licensed Software by YumaWorks or its suppliers shall be duplicated by Licensee on all copies, in whole or in part, in any form and not altered, removed, or obliterated.
2.6 Reservation. YumaWorks and its suppliers reserve all rights and licenses to the Licensed Software not expressly granted to Licensee under this Agreement.
3. DELIVERY OF LICENSED SOFTWARE
Licensee may access the Licensed Software upon acceptance of this agreement.
4. WARRANTIES
4.1 No Warranty.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL YumaWorks BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
5. MAINTENANCE AND UPDATES
5.1 Maintenance.
Technical Support of the Licensed Software may be obtained through the YumaPro User Forum. Technical support by YumaWorks is not included in this free license.
5.2 Updates to the Licensed Software Subject to the terms and conditions of this Agreement YumaWorks intends to provide Licensee with quarterly (every three (3) months) releases of the Licensed Software, however, YumaWorks is not obligated to provide such updates.
6. LICENSE FEE
6.1 License Fee. There is no license fee for the YumaWorks Basic License.
6.2 Update Fee. There is no update fee for the YumaWorks Basic License.
6.3 Taxes and Duties. There are no taxes due for the YumaWorks Basic License.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Title. All right, title and interest in and to the Licensed Software, and all Intellectual Property Rights embodied therein shall at all times remain with YumaWorks or its suppliers, as applicable.
7.2 Confidential Information. Licensee acknowledges and agrees that the Licensed Software contains confidential, proprietary information and trade secrets of YumaWorks. For the longer of: (i) a period of five (5) years after the date of disclosure or (ii) the expiration or termination of this Agreement, Licensee shall not disclose or make available any portion of the Licensed Software or any information derived from the Licensed Software to any person or entity except to those of Licensee’s employees for whom access is necessary in order to perform their jobs in accordance with this Agreement. The standard of care Licensee must exercise to meet these obligations is the standard it exercises with respect to its own confidential information of a similar nature, but in no event less than due care. This obligation does not apply to information: (a) known by Licensee prior to its receipt from YumaWorks and not subject to restriction on disclosure; (b) rightfully received by Licensee from a third party without restriction on disclosure; or (c) publicly available other than as a result of any act or omission of Licensee.
8. LIMITATION OF LIABILITY
YUMAWORKS IS NOT LIABLE TO LICENSEE FOR ANY AMOUNT IN CONNECTION WITH THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND, INCLUDING THOSE BASED UPON CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY),. IN NO EVENT WILL YUMAWORKS OR ITS SUPPLIERS BE LIABLE FOR LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION OR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9. TERM AND TERMINATION
9.1 Term. The term of this Agreement shall be for an initial period of one (1) year from The term of this Agreement shall be for an initial period of one (1) year from its Effective Date of the Aits Effective Date of the Agreement, unless earlier terminated or canceled in accordance greement, unless earlier terminated or canceled in accordance with the provisions of this Agreement. Thereafter, this Agreement shall automatically with the provisions of this Agreement. Thereafter, this Agreement shall automatically renew for consecutive one (1) year periods on the anniversary of the Effective Date renew for consecutive one (1) year periods on the anniversary of the Effective Date unless either party shalunless either party shall have given the other no less than l have given the other no less than thirty thirty ((330) days written notice 0) days written notice of termination.of termination.
9.2 Termination.
9.2.1 YumaWorks’ Right to Terminate Without Cause. YumaWorks may terminate this Agreement at any time upon 30 days’ notice to Licensee without cause.
9.2.2 Material Breach. Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice of the breach. Notwithstanding the foregoing, YumaWorks may terminate this Agreement effective immediately upon written notice to Licensee without any cure period in the event of breach of confidentiality obligation herein.
9.3 Effect of Termination/Expiration. Upon termination or expiration of this Agreement: (i) the rights and licenses granted to Licensee pursuant to this Agreement automatically terminate; (ii) Licensee shall, within thirty (30) days, ship to YumaWorks or destroy (including the purging from any system or storage media) all items and information in Licensee’s possession that are confidential or proprietary to YumaWorks or its suppliers, including but not limited to all Licensed Software and all copies thereof, if any, and an officer of Licensee shall certify in writing to YumaWorks that all such confidential or proprietary items and information have been returned to YumaWorks or destroyed; and (iii) all outstanding invoices for amounts owed to YumaWorks by Licensee shall automatically accelerate and become due and payable on the effective date of termination.
9.4 Survival. The provisions of Sections 2.4, 4.2, 7, 8, 9.3, 10.1, 10.5, and 10.8 shall survive the expiration, cancellation, or termination of this Agreement.
10. GENERAL PROVISIONS
10.1 Governing Law. This Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules. The parties consent to the personal and exclusive jurisdiction and venue of the northern district of California federal and state courts.
10.2 Assignment. Licensee shall not assign this Agreement or any right hereunder, or delegate any obligation created under this Agreement to any third party. YumaWorks, however, may assign this Agreement to any person or entity with which it has merged or which has otherwise succeeded to all or substantially all of the business and assets of YumaWorks, and which has assumed in writing or by operation of law its obligations under this Agreement. Any attempted assignment or delegation without the required written consent shall be null and void.
10.3 Modification. YumaWorks may unilaterally modify this Agreement upon 30 days notice to Licensee. The waiver of any breach or default shall not constitute a waiver of any other right or of any subsequent breach or default.
10.5 Attorneys’ Fees. In the event of any dispute resolution proceeding between the parties, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. A “prevailing party” shall mean a party who receives all or substantially all of the relief sought by such party.
10.6 Severability. If any provision of this Agreement is ruled unenforceable, it shall be enforced to the extent permissible, , and the remainder of the Agreement shall remain in effect.
10.7 Independent Contractor. The parties are each independent contractors and not joint venturers, partners, agents, or representatives of the other. Neither party has any right to create any obligation on the part of the other party.
10.8 Equitable Relief. Licensee acknowledges that any breach of its obligations under this Agreement with respect to the intellectual property rights or confidential information of YumaWorks will cause YumaWorks irreparable injury for which there are inadequate remedies at law, and therefore, YumaWorks will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.
10.9 Notice. All notices and requests required or authorized hereunder, shall be given in writing either by personal delivery to the party to whom notice is given, or by registered or certified airmail, postage prepaid, return receipt requested. The date upon which any such notice is so personally delivered, or if the notice is given by registered or certified airmail, the date upon which it is received as set forth on the returned receipt, shall be deemed to be the date of such notice, irrespective of the date appearing therein.
If to YumaWorks:
YumaWorks, Inc.
685 Cochran St. #160
Simi Valley, CA 93065
Attn: Legal Department
Phone: +1(805) 297-8277
If to Licensee:
– to the address & information provided by Licensee
The address of the parties may be changed by notice given in accordance with this section.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any previous and contemporaneous discussions and oral and written agreements with respect to this subject matter are superseded by this Agreement.
12. RESTRICTED RIGHTS LEGEND. This software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. The “Manufacturer” for purposes of these regulations is YumaWorks Inc, 685 Cochran St. #160, Simi Valley, CA 93065 U.S.A
EXHIBIT A
Networking Protocols
1. YANG Data Modeling Language (based on IETF RFC 7950)
2. Network Configuration Protocol (based on IETF RFC 6241)
Licensed Software
YumaPro SDK Basic (Binary Code)
a. yumapro-basic
YumaPro YANG Modules (Source Code)
YumaPro Library Header Files (Source Code)EXHIBIT BLicensed Software
YumaPro SDK Basic
Restrictions on Usage
Licensee may install the YumaPro SDK Basic package on up to two computers.
Licensee is the only authorized user of this software.
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