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THIRD-PARTY-LICENSES
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LICENSE SUMMARY
===============
License terms can be found at the bottom of this file.
Apache 2.0
BSD 2
Eclipse 2.0
GPL 2.0 Classpath
MIT
Solace
THIRD-PARTY SOFTWARE USED
=========================
commons-lang-2.6.jar
--------------------
Licensed under Apache 2.0
License terms can be found at: https://repo.maven.apache.org/maven2/commons-lang/commons-lang/2.6/commons-lang-2.6.pom
Copyright The Apache Software Foundation
Home page: http://www.apache.org/
commons-logging-1.1.3.jar
-------------------------
Licensed under Apache 2.0
License terms can be found at: https://repo.maven.apache.org/maven2/commons-logging/commons-logging/1.1.3/commons-logging-1.1.3.pom
Copyright 2003-2013 The Apache Software Foundation
Home page: http://www.apache.org/
connect-api-2.4.1.jar
---------------------
Licensed under Apache 2.0
Home page: https://kafka.apache.org
javax.ws.rs-api-2.1.1.jar
-------------------------
Licensed under Eclipse 2.0
Licensed under GPL 2.0 Classpath
Copyright 2011-2017
Copyright 2011-2017 Oracle and/or its affiliates
Home page: https://github.com/eclipse-ee4j/jaxrs-api
kafka-clients-2.4.1.jar
-----------------------
Licensed under Apache 2.0
Home page: https://kafka.apache.org
lz4-java-1.6.0.jar
------------------
Licensed under Apache 2.0
No copyright.
Home page: https://github.com/lz4/lz4-java
org.apache.servicemix.bundles.jzlib-1.0.7_2.jar
-----------------------------------------------
Licensed under Apache 2.0
License terms can be found at: https://repo.maven.apache.org/maven2/org/apache/servicemix/bundles/org.apache.servicemix.bundles.jzlib/1.0.7_2/org.apache.servicemix.bundles.jzlib-1.0.7_2.pom
Copyright 2005 The Apache Software Foundation
Home page: http://www.apache.org/
Notices:
Uses com.jcraft:jzlib:jar:1.0.7
License: BSD (http://www.jcraft.com/jzlib/LICENSE.txt)
Copyright (c) 2000-2011 ymnk, JCraft,Inc. All rights reserved.
org.osgi.annotation-6.0.0.jar
-----------------------------
Licensed under Apache 2.0
Copyright 2020 OSGi Alliance
Home page: http://www.osgi.org
slf4j-api-1.7.28.jar
--------------------
Licensed under MIT
Copyright &url QOS.ch
Home page: http://www.slf4j.org
snappy-java-1.1.7.3.jar
-----------------------
Licensed under Apache 2.0
Copyright &url xerial.org
Home page: https://github.com/xerial/snappy-java
zstd-jni-1.4.3-1.jar
--------------------
Licensed under BSD 2
Home page: https://github.com/luben/zstd-jni
sol-jcsmp-10.6.0.jar
--------------------
SOLACE CORPORATION LICENSE AGREEMENT
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i) effectively disclaims on behalf of all other Contributors all warranties and conditions, express
and implied, including warranties or conditions of title and non-infringement, and implied
warranties or conditions of merchantability and fitness for a particular purpose;
ii) effectively excludes on behalf of all other Contributors all liability for damages, including
direct, indirect, special, incidental and consequential damages, such as lost profits;
iii) does not attempt to limit or alter the recipients' rights in the Source Code under section
3.2; and
iv) requires any subsequent distribution of the Program by any party to be under a license that
satisfies the requirements of this section 3.
3.2 When the Program is Distributed as Source Code:
a) it must be made available under this Agreement, or if the Program (i) is combined with other
material in a separate file or files made available under a Secondary License, and (ii) the initial
Contributor attached to the Source Code the notice described in Exhibit A of this Agreement, then
the Program may be made available under the terms of such Secondary Licenses, and
b) a copy of this Agreement must be included with each copy of the Program.
3.3 Contributors may not remove or alter any copyright, patent, trademark, attribution notices,
disclaimers of warranty, or limitations of liability (‘notices’) contained within the Program
from any copy of the Program which they Distribute, provided that Contributors may add their own
appropriate notices.
4. COMMERCIAL DISTRIBUTION
Commercial distributors of software may accept certain responsibilities with respect to end users,
business partners and the like. While this license is intended to facilitate the commercial use of
the Program, the Contributor who includes the Program in a commercial product offering should do so
in a manner which does not create potential liability for other Contributors. Therefore, if a
Contributor includes the Program in a commercial product offering, such Contributor (“Commercial
Contributor”) hereby agrees to defend and indemnify every other Contributor (“Indemnified
Contributor”) against any losses, damages and costs (collectively “Losses”) arising from
claims, lawsuits and other legal actions brought by a third party against the Indemnified
Contributor to the extent caused by the acts or omissions of such Commercial Contributor in
connection with its distribution of the Program in a commercial product offering. The obligations
in this section do not apply to any claims or Losses relating to any actual or alleged intellectual
property infringement. In order to qualify, an Indemnified Contributor must: a) promptly notify the
Commercial Contributor in writing of such claim, and b) allow the Commercial Contributor to
control, and cooperate with the Commercial Contributor in, the defense and any related settlement
negotiations. The Indemnified Contributor may participate in any such claim at its own expense.
For example, a Contributor might include the Program in a commercial product offering, Product X.
That Contributor is then a Commercial Contributor. If that Commercial Contributor then makes
performance claims, or offers warranties related to Product X, those performance claims and
warranties are such Commercial Contributor's responsibility alone. Under this section, the
Commercial Contributor would have to defend claims against the other Contributors related to those
performance claims and warranties, and if a court requires any other Contributor to pay any damages
as a result, the Commercial Contributor must pay those damages.
5. NO WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
PROGRAM IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER
EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Each Recipient is solely
responsible for determining the appropriateness of using and distributing the Program and assumes
all risks associated with its exercise of rights under this Agreement, including but not limited to
the risks and costs of program errors, compliance with applicable laws, damage to or loss of data,
programs or equipment, and unavailability or interruption of operations.
6. DISCLAIMER OF LIABILITY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW,
NEITHER RECIPIENT NOR ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST
PROFITS), 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 OR DISTRIBUTION OF THE
PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
7. GENERAL
If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not
affect the validity or enforceability of the remainder of the terms of this Agreement, and without
further action by the parties hereto, such provision shall be reformed to the minimum extent
necessary to make such provision valid and enforceable.
If Recipient institutes patent litigation against any entity (including a cross-claim or
counterclaim in a lawsuit) alleging that the Program itself (excluding combinations of the Program
with other software or hardware) infringes such Recipient's patent(s), then such Recipient's rights
granted under Section 2(b) shall terminate as of the date such litigation is filed.
All Recipient's rights under this Agreement shall terminate if it fails to comply with any of the
material terms or conditions of this Agreement and does not cure such failure in a reasonable
period of time after becoming aware of such noncompliance. If all Recipient's rights under this
Agreement terminate, Recipient agrees to cease use and distribution of the Program as soon as
reasonably practicable. However, Recipient's obligations under this Agreement and any licenses
granted by Recipient relating to the Program shall continue and survive.
Everyone is permitted to copy and distribute copies of this Agreement, but in order to avoid
inconsistency the Agreement is copyrighted and may only be modified in the following manner. The
Agreement Steward reserves the right to publish new versions (including revisions) of this
Agreement from time to time. No one other than the Agreement Steward has the right to modify this
Agreement. The Eclipse Foundation is the initial Agreement Steward. The Eclipse Foundation may
assign the responsibility to serve as the Agreement Steward to a suitable separate entity. Each new
version of the Agreement will be given a distinguishing version number. The Program (including
Contributions) may always be Distributed subject to the version of the Agreement under which it was
received. In addition, after a new version of the Agreement is published, Contributor may elect to
Distribute the Program (including its Contributions) under the new version.
Except as expressly stated in Sections 2(a) and 2(b) above, Recipient receives no rights or
licenses to the intellectual property of any Contributor under this Agreement, whether expressly,
by implication, estoppel or otherwise. All rights in the Program not expressly granted under this
Agreement are reserved. Nothing in this Agreement is intended to be enforceable by any entity that
is not a Contributor or Recipient. No third-party beneficiary rights are created under this
Agreement.
Exhibit A – Form of Secondary Licenses Notice
“This Source Code may also be made available under the following Secondary Licenses when the
conditions for such availability set forth in the Eclipse Public License, v. 2.0 are satisfied:
{name license(s), version(s), and exceptions or additional permissions here}.”
Simply including a copy of this Agreement, including this Exhibit A is not sufficient to license
the Source Code under Secondary Licenses.
If it is not possible or desirable to put the notice in a particular file, then You may include the
notice in a location (such as a LICENSE file in a relevant directory) where a recipient would be
likely to look for such a notice.
You may add additional accurate notices of copyright ownership.
GPL 2.0 Classpath
-----------------
insert GPL v2 license text here
Class Path Exception
Linking this library statically or dynamically with other modules is making a combined work based
on this library. Thus, the terms and conditions of the GNU General Public License cover the whole
combination.
As a special exception, the copyright holders of this library give you permission to link this
library with independent modules to produce an executable, regardless of the license terms of these
independent modules, and to copy and distribute the resulting executable under terms of your
choice, provided that you also meet, for each linked independent module, the terms and conditions
of the license of that module. An independent module is a module which is not derived from or based
on this library. If you modify this library, you may extend this exception to your version of the
library, but you are not obligated to do so. If you do not wish to do so, delete this exception
statement from your version.
MIT
---
MIT License
Copyright (c) <year> <copyright holders>
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and
associated documentation files (the "Software"), to deal in the Software without restriction,
including without limitation the rights to use, copy, modify, merge, publish, distribute,
sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or
substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN
THE SOFTWARE.
Solace
------
Version: 10/25/2018
SOLACE CORPORATION
LICENCE AGREEMENT FOR SOLACE SOFTWARE
THIS LICENCE AGREEMENT and any documents expressly referred to in this
agreement (the "Agreement") between SOLACE CORPORATION, a company
incorporated under the laws of the Province of Ontario ("SOLACE") and
licensee, the party identified in the Order (as defined below) or that
otherwise accepts this Agreement (the "Licensee") (together the "Parties",
and each a "Party"), is made on the Effective Date (as defined below).
BY ACCEPTING THE TERMS OF THIS AGREEMENT, EITHER BY: A) ACCEPTING THE
AGREEMENT ONLINE, B) SIGNING THE ORDER (AS DEFINED BELOW) WHICH REFERENCES
THIS AGREEMENT, OR C) INSTALLING OR USING THE SOFTWARE AFTER BEING MADE AWARE
OF THIS AGREEMENT, THE LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD
ALL OF THE PROVISIONS, AND HAS THE AUTHORITY TO AGREE TO, AND IS CONFIRMING
THAT IT IS AGREEING TO, COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND
CONDITIONS CONTAINED HEREIN, TOGETHER WITH THE TERMS SET FORTH IN ANY ORDER.
IF, AFTER READING THIS AGREEMENT, THE LICENSEE DOES NOT ACCEPT OR AGREE TO
THE TERMS AND CONDITIONS CONTAINED HEREIN, THE LICENSEE SHALL NOT INSTALL OR
USE THE SOFTWARE.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY THEN YOU HEREBY REPRESENT
AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY
AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH
ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER
INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
1 INTERPRETATION
1.1 Definitions. In this Agreement the following terms shall have the
following meanings:
"Core" means (i) a single physical processor core or hyper-thread when Solace
PubSub+ software is deployed on either a bare-metal server or a cloud or
virtualization environment that presents physical cores to the software, and
(ii) a single virtual core when deployed in a cloud or virtualization
environment that presents virtual cores to the VMR.
"Documentation" means the documentation made accessible by SOLACE via a URL
provided to Licensee.
"Order" means (i) an electronic form provided by SOLACE on its website for
ordering Software Subscriptions, Professional Services, and/or Support and
Maintenance Services, or (ii) a written document, including a Licensee
purchase order, executed by SOLACE and Licensee pursuant to which Licensee
purchases of Software Subscriptions, Professional Services, and/or Support
and Maintenance Services from SOLACE.
"Products" means the Software, Documentation, Support and Maintenance
Services, Professional Services and other products and services that are
ordered by Licensee from SOLACE.
"Software" means the SOLACE software product(s) described in an Order.
"SOLACE Quotation" means SOLACE's sales quotation document provided by SOLACE
to a prospective customer which sets out the fees for SOLACE's Products.
"Subscription" means the right granted by SOLACE to Licensee to install and
use the Software in accordance with the terms of this Agreement and the
applicable Order, for the Subscription Term specified in the applicable
Order.
"Subscription Fee" means the fee payable by Licensee for a Subscription in
accordance with the terms hereof and the applicable Order.
"Subscription Term" means the period of time that Licensee is authorized by
SOLACE to install and use the Software (including the Documentation).
"Support and Maintenance Services" means the support services provided by
SOLACE for the Software in accordance with the Support and Maintenance Terms.
"Support and Maintenance Terms" means SOLACE'S policies, terms and conditions
for the provision of Support and Maintenance Services to its customers, a
copy of which is available on the SOLACE website at
https://solace.com/support.
"Statement of Work" or "SOW" shall mean a statement of work in the form
attached hereto as Schedule B pursuant to which the parties agree upon the
Professional Services to be provided by SOLACE to Licensee, the fees to be
charged, milestones, deliverables and such other terms and conditions as the
parties may agree upon.
1.2 Currency. Unless otherwise specified, all dollar amounts in this
Agreement, including the symbol "$", refer to United States currency.
2 LICENSE GRANT
2.1 General License to Software.
(a) Provided Licensee complies with this Agreement, SOLACE hereby grants
to Licensee a non-exclusive, non-sublicensable (except as permitted in
accordance with Section 2.6 below), non-transferable, license, during the
term of this Agreement, to install and use the Software in object code form
during the applicable Subscription Term for the number of Cores specified in
the Order, solely for the Licensee's internal business purposes and in
accordance with the terms of this Agreement.
(b) If Licensee requires a license from SOLACE to enable Licensee to
bundle or otherwise make available a Product with Licensee's own software,
such bundling will be pursuant to separate terms to be agreed.
2.2 Documentation. Provided Licensee complies with this Agreement,
Licensee may reproduce the Documentation, for use on an internal basis only,
and solely in support of the Licensee's licensed use of the Software.
Distribution of the Documentation outside of Licensee is prohibited without
the express written permission of SOLACE. Licensee must reproduce all
copyright and other proprietary notices that are on the original copy of the
Documentation.
2.3 Back-up Copy. In addition to the number of copies of the Software
installed and used pursuant to Section 2.1 and paid for in accordance with
Section 5, Licensee may make one copy of each licensed Product per
Subscription solely for back-up purposes, provided that Licensee reproduces
all copyright and other proprietary notices that are on the original copy of
the Software and such back-up copy is not installed or used other than for
back-up and recovery purposes. Back-up copies that are used as part of a
live or 'hot' back-up will be subject to additional fees.
2.4 Use Restrictions. Licensee will not: (a) reverse engineer,
disassemble, decompile, or translate the Software (other than Sample
Applications), or otherwise attempt to derive the source code version of the
Software, except if and only to the extent expressly permitted by applicable
law, and provided that Licensee first approaches SOLACE and seeks permission
in writing; (b) except as expressly permitted in this Agreement, use the
Products or any portion thereof to create or develop any developer tools
(including plug-ins and middleware) or any software; (c) except as expressly
permitted in this Agreement, rent, lease, loan or otherwise in any manner
provide, transfer or distribute the Products or any part thereof to any third
party; (d) use the Software in violation of applicable laws; (e) circumvent
any user limits or other license timing or use restrictions that are built
into the Software; (f) except as expressly permitted in this Agreement,
reproduce, distribute, publicly perform, publicly display or create
adaptations or derivative works of or based on the Products.
2.5 Publicly Available Software. Portions of the Software include
software programs that are distributed by SOLACE pursuant to the terms and
conditions of a license granted by the copyright owner of such software
programs and which governs Customer's use of such software programs
("Publicly Available Software"). The Licensee's use of Publicly Available
Software in conjunction with the Software in a manner consistent with the
terms of this Agreement is permitted, however, the Licensee may have broader
rights under the applicable license for Publicly Available Software and
nothing contained herein is intended to impose restrictions or limitations on
the Licensee's use of the Publicly Available Software. The warranty,
indemnity and limitation of liability provisions in this Agreement will apply
to all of the Software, including Publicly Available Software included in the
Software. Copies of such Publicly Available Software license agreements are
available by contacting Licensor at [email protected]. The source code for
certain portions of the Publicly Available Software included in the Software
(as specified in the copyright notices) is available by contacting SOLACE at
[email protected] within a three (3) year period from the original date of
receipt of the applicable Software or Adapter and for a fee that shall not
exceed Licensor' costs associated with the shipping of such software source
code.
2.6 Sub-licensing. Any sub-licensing of the Software under this
Agreement must be expressly authorized by SOLACE pursuant to an Order or
otherwise in writing. Any attempt by Licensee to sub-license or otherwise
transfer the Products to a third party in breach of this restriction will be
void. Any sub-licensing that may be permitted under this Agreement by SOLACE
will be subject to such sub-licensee agreeing to substantially similar
restrictions and obligations set out in this Agreement. Licensee will be
fully liable for any breach by a sub-licensee of any restriction or
obligation, and SOLACE may bring a Claim against Licensee if SOLACE suffers
any Losses arising from such breach.
2.7 Evaluation Licenses.
(a) If the Software provided to Licensee under this Agreement is
designated by SOLACE in an Order or otherwise as an evaluation release
(indicated by terms such as "pre-commercial", "alpha," "beta," "trial,"
"draft," "early access," "EA" or "evaluation") (each an "Evaluation Software
Release"), Licensee will have the limited right under this Agreement to
download and install the Software on the number of Cores identified in the
Order or, if not identified, one Core, for the Licensee's internal and
non-commercial evaluation of the Software.
(b) Licensee acknowledges that the Evaluation Software Release may not
meet performance and compatibility standards of a production version. The
Evaluation Software Release may not operate correctly, may be substantially
modified by SOLACE prior to first commercial shipment, and may be withdrawn
completely and never issued for commercial use.
(c) If Licensee desires other rights for the Evaluation Software Release,
Licensee must request from SOLACE a commercial release of the Software.
(d) The limited use license granted in subsection (a) will automatically
expire on the earlier of: (i) the date when the Software is made available to
Licensee as a commercially available product, and (ii) the date specified in
the Order or, if no such date is identified in the Order, the date that is 30
days after the date of delivery or provision of the Evaluation Software
Release to Licensee. Following license expiry Licensee will permanently
delete or otherwise purge such Evaluation Software Release from Licensee's
systems and, if requested by SOLACE, certify the same.
2.8 License of APIs. Provided Licensee complies with this Agreement and
any terms that SOLACE provides, SOLACE grants to Licensee a non-exclusive,
royalty free license, during the term of this Agreement, to download, install
and use, the applicable application programming interfaces that may be made
available by SOLACE with the Software ("APIs") solely to create interfaces
between the Software and the Licensee's software or third party software on
Licensee's systems.
2.9 License to Sample Applications.
(a) SOLACE may, in its sole discretion, provide certain sample Software
in source code or object code form for the purposes of demonstrating certain
features enabled by the Software, including demonstrating to Licensees how to
build applications using APIs, and for use by Licensees with such APIs (each,
a "Sample Application").
(b) Whether provided separately or together with other Software, if
SOLACE provides such Sample Application to Licensee, then SOLACE hereby
grants to Licensee a non-sublicensable, non-transferable, non-exclusive,
revocable license, to install such Sample Application for Licensee's
evaluation for the same duration as the Software with which the Sample
Application is associated or such other duration as specified by SOLACE upon
delivery of the Sample Application.
3 OPTIONAL SERVICES AND SUPPORT
3.1 Optional Services. Licensee acknowledge that certain optional
services, such as training, integration and development services may be
provided by SOLACE in association with the Products, and access to such
services will be provided only pursuant to a Statement of Work executed by
SOLACE and Licensee and may include separate and additional fees.
3.2 Support.
(a) Provided Licensee complies with this Agreement, SOLACE will provide
Support and Maintenance Services the Software in accordance with SOLACE's
then standard Support and Maintenance Terms. The level of support will be
dependent on whether Licensee has procured either the 'Premium Support Plan'
or 'Standard Support Plan' defined in SOLACE's Support and Maintenance Terms
and as specified in the applicable Order.
(b) SOLACE may enhance such standard Support and Maintenance Services
from time to time in its discretion.
(c) For greater clarity, SOLACE's then standard Support and Maintenance
Terms do not apply to Evaluation Software Releases, Sample Applications or
any free versions of the Software that may be made available. SOLACE may
make available support related information on a free basis for such Software
on its publicly accessible website or otherwise, and such support related
information will, for greater clarity, be subject to the limitations and
exclusions in this Agreement.
4 PROPRIETARY RIGHTS
4.1 Intellectual Property Rights. In this Agreement "Intellectual
Property Rights" means: (a) any and all proprietary rights anywhere in the
world provided under: (i) patent law; (ii) copyright law (including moral
rights); (iii) trademark law; (iv) design patent or industrial design law; or
(v) any other statutory provision or common law principle applicable to this
Agreement, including trade secret law, that may provide a right in either
hardware or information generally or the expression or use of such hardware
or information; (b) any and all applications, registrations, licenses,
sub-licenses, franchises, agreements or any other evidence of a right in any
of the foregoing. Except for the licenses expressly granted herein, othing
in this Agreement or the provision of the Products conveys or otherwise
provides to Licensee title, interest or any Intellectual Property Rights in
or to: (a) the Products, or (b) know-how, ideas, or any other subject matter
protectable under laws applicable to Intellectual Property Rights of any
jurisdiction. As between Licensee and SOLACE, SOLACE and its affiliates and
licensors are the sole and exclusive owners of the Products, including
Intellectual Property Rights therein.
4.2 Feedback. Licensee is encouraged to provide to SOLACE suggestions,
comments and feedback related to the Products (including reporting bugs) (the
"Feedback"). Licensee hereby grants to SOLACE a license to use, copy,
distribute, modify or otherwise adapt, incorporate into any software and
documentation, including the Products, and sublicense, without attribution or
compensation to Licensee, all Feedback which SOLACE receives or otherwise
obtains from Licensee, in any form, to improve, enhance or modify the
Products or otherwise. Licensee waives or will cause all moral rights to be
waived in any Feedback.
4.3 Third Party Licenses. The Software may contain or require third
party software that is licensed under third party terms. SOLACE may direct
Licensee to such third party terms, and in some instances the Software cannot
be used or further distributed without Licensee's acceptance of such terms.
Any failure of Licensee to agree to the terms applicable to such third party
software may undermine certain functionality of or prevent Licensee from
using the Software.
4.4 Open Source Software.
(a) Licensee will not represent to third parties, or use any third party
software or code in conjunction with: (i) the Software; or (ii) any software,
products, documentation, content or other materials developed using the
Software, in such a way that: (A) creates, purports to create or has the
potential to create, obligations for SOLACE with respect to the Software; or
(B) grants, purports to grant, or has the potential to grant to any third
party any rights to or immunities under any Intellectual Property Rights of
SOLACE, as such rights exist in or relate to the Products.
(b) Licensee will not use any Software in any manner, including through
incorporation, linking, distribution or otherwise, that will cause any
Products and any Intellectual Property Rights therein to become subject to
any encumbrance or terms and conditions of any third party or open source
license, including any open source license listed on
http://www.opensource.org/licenses/alphabetical (each an "Open Source
License").
(c) The restrictions, limitations, exclusions and conditions referred to
under subsection (b) will apply even if SOLACE becomes aware of or fails to
act in a manner to address any violation or failure to comply therewith. No
act by SOLACE that is undertaken under this Agreement in respect to any
Products will be construed as intending to cause any Intellectual Property
Rights that are owned or controlled by SOLACE or any of its affiliates (or
for which SOLACE or any of its affiliates has received license rights) to
become subject to any encumbrance or terms and conditions of any Open Source
License.
4.5 Use of Name and Logo. Licensee will not display or make any use of
SOLACE's or its affiliates' names, marks or logos without the prior written
approval of SOLACE.
5 FEES AND TAXES
5.1 Fees. Licensee shall pay the applicable Subscription Fees and support
fees specified in the applicable Order. Except as otherwise specified herein
or in an Order, Subscription Fees are based on Subscriptions purchased and
not actual usage. Payment obligations are non-cancellable, Subscription Fees
paid are non-refundable, and the number of Subscriptions purchased cannot be
decreased during the relevant Subscription Term.
5.2 Invoices and Payment. Subscription Fees will be invoiced in advance
and otherwise in accordance with the relevant Order. All invoices issued by
SOLACE are due and payable within 30 days of the invoice date unless
otherwise agreed in an Order. Licensee will be responsible for any and all
sales, use, excise, import, value-added, services, consumption, and other
taxes assessed on the receipt of the Products, and any related services as a
whole.
5.3 Overdue Charges. Any payment not received from Customer by the due
date may accrue (except with respect to charges then subject to a reasonable
and good faith dispute), at Licensor' discretion, late charges at the rate of
1.5% of the outstanding balance per month (19.57% per annum), or the maximum
rate permitted by law, whichever is lower, from the date such payment was due
until the date paid.
6 CONFIDENTIALITY
6.1 Definition of Confidential Information.
In this Agreement "Confidential Information" of a Party means any information
of a Party (including in respect to SOLACE any of its affiliates, licensors,
customers, employees or subcontractors) (the "Disclosing Party"), whether
oral, written or in electronic form, which has or will come into the
possession or knowledge of the other Party (the "Receiving Party") in
connection with or as a result of entering into this Agreement that can
reasonably be considered to be confidential in the circumstances of
disclosure or which is designated as confidential. The Products, any
performance information, service levels, support terms, and results of
testing of the Software, and the terms of this Agreement are Confidential
Information of SOLACE. Notwithstanding the foregoing, "Confidential
Information" does not include information that is:
(a) publicly available when it is received by or becomes known to the
Receiving Party or that subsequently becomes publicly available other than
through a direct or indirect act or omission of the Receiving Party (but only
after it becomes publicly available);
(b) established by evidence to have been already known to the Receiving
Party at the time of its disclosure to the Receiving Party and is not known
by the Receiving Party to be the subject of an obligation of confidence of
any kind;
(c) independently developed by the Receiving Party without any use of or
reference to the Confidential Information of the Disclosing Party as
established by evidence that would be acceptable to a court of competent
jurisdiction;
(d) received by the Receiving Party in good faith without an obligation
of confidence of any kind from a third party who the Receiving Party had no
reason to believe was not lawfully in possession of such information free of
any obligation of confidence of any kind, but only until the Receiving Party
subsequently comes to have reason to believe that such information was
subject to an obligation of confidence of any kind when originally received;
or
(e) Feedback provided by Licensee or a representative of Licensee.
6.2 Confidentiality Obligations.
(a) Each Party will, in its capacity as a Receiving Party: (i) not use or
reproduce Confidential Information of the Disclosing Party for any purpose,
other than as may be reasonably necessary for the exercise of its rights or
the performance of its obligations set out in this Agreement; and (ii) not
disclose, provide access to, transfer or otherwise make available any
Confidential Information of the Disclosing Party to any third party except as
expressly permitted in this Agreement.
(b) Each Party may, in its capacity as a Receiving Party, disclose
Confidential Information of the Disclosing Party: (i) if and to the extent
required by a governmental authority or otherwise as required by applicable
law, provided that the Receiving Party must first give the Disclosing Party
notice of such compelled disclosure (except where prohibited by applicable
law from doing so) and must use commercially reasonable efforts to provide
the Disclosing Party with an opportunity to take such steps as it desires to
challenge or contest such disclosure or seek a protective order. Thereafter,
the Receiving Party may disclose the Confidential Information of the
Disclosing Party, but only to the extent required by applicable law and
subject to any protective order that applies to such disclosure; and (ii) to:
(A) its accountants, internal and external auditors and other professional
advisors if and to the extent that such persons need to know such
Confidential Information in order to provide the applicable professional
advisory services relating to the Receiving Party; and (B) employees of the