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Commercial Madura Rules License version 1
NOTICE TO USERS: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY.
BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE YOU ACCEPT ALL
THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR
THE RESTRICTIONS ON: USE AND TRANSFERABILITY CONTAINED IN CLAUSE 2;
WARRANTY IN CLAUSE 6; LIABILITY IN CLAUSE 7. YOU ACCEPT THAT THIS
AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT DULY
SIGNED BY YOU. IF YOU DO NOT AGREE ON ALL THE TERMS AND CONDITIONS OF
THIS AGREEMENT, STOP THE USE OF THE LICENSED SOFTWARE IMMEDIATELY.
1. Definitions
In this Agreement, unless the context requires otherwise, the
following words and phrases shall have the following meanings:
-
"Agreement" shall mean this
Commercial Madura Rules License version 1 agreement.
-
"License" shall mean the right to
Use Licensed Software according to Agreement by one Developer and is
identified by a unique License Number.
-
"License Number" shall mean a number
that identifies one unique License and is created by Prometheus Consulting. and
sent to Licensee after the payment of the license fee.
-
"Use Licensed Software" shall mean
either directly interacting with the Licensed Software during Project
or editing Project source code file that refers to or depends on
Licensed Software either directly or indirectly. For example, (a)
when Licensed Software is a software component, module or class, all
source code files that use the application programming interface
(API) of Licensed Software are considered to depend on Licensed
Software as well as any source code files that depend on a file,
component or framework that directly or indirectly depend on Licensed
Software; or (b) when Licensed Software is a theme, image or other
resource file, all source code files that activate or select Licensed
Software are considered to refer to Licensed Software; or (c) when
Licensed Software is a tool, compiler or other program used in
software development, Developer is considered to Use Licensed
Software when he runs Licensed Software or runs it indirectly by
using a program that runs Licensed Software.
-
"Developer" shall mean a software
developer, tester, designer or other person who Use Licensed Software
in Project.
-
"Intellectual Property Rights" shall
mean any and all patent, copyright, trademark, design right, petty
patent, service mark, domain name or any other right or trade secret
whether registered or not.
-
"Licensee" shall mean the entity
that has purchased Licensed Software.
-
"Licensor" shall mean Prometheus Consulting.
-
"Parties/Party" shall mean Licensee
and Licensor, or either of them.
-
"Project" shall mean Licensee's
software development project during which the participating
Developers Use Licensed Software and which aims to produce a Project
Result.
-
"Project Result" shall mean the
outcome of the Project.
-
"Licensed Software" shall mean the Madura Rules software.
2. Grant of License
2.1 Licensor grants to Licensee, against full payment of
respected license fee, a worldwide, royalty-free,
irrevocable, non-exclusive limited License to Use Licensed Software in
Project(s) by a Developer.
2.2 Licensee shall not, unless expressly provided in Agreement or
in the applicable legislation
2.2.1 rent, lease, loan or resell
Licensed Software or any copy of it;
2.2.2 remove, obliterate, deface or
in any way alter the notice of Licensor or third parties' proprietary
rights related to Licensed Software;
2.2.3 grant sub-licenses to Licensed
Software or assign its rights or obligations under this Agreement to a
third party.
2.3 Licensee may license, for free or against a payment, Project
Result including Licensed Software whether regarded as derivative works
or not. End users using Project Result that does not involve changing
any source code are not required to have a valid License. If Project
Result is further developed or modified by changing its source code or
the Project Results is used as a software component or framework in a
software development project, all persons who Use Licensed Software
need to have a valid License. If Project Result is a software
development tool, component or environment that provides the
functionality of the Licensed Software for use in software development
projects, all persons who Use Licensed Software need to have a valid
License.
2.4 Licensee may transfer License to another person or an entity
for free, but may not charge a fee for this transfer. License is
transferred by giving the associated License Number to the recipient
and marking the License Number to be invalid for the original Licensee.
After this, only the Developers of the original Licensee for whom the
Licensee still has a valid License and License Number may continue to
Use Licensed Software.
3. Intellectual Property Rights
3.1 All Intellectual Property Rights in and to Licensed Software
are and shall at all times remain the sole and exclusive property of
Licensor and its third party licensors, if any.
3.2 Licensee will not at any time do or cause to be done any such
act or thing which in any way impairs, or intends to impair, any right,
title, interest or any Intellectual Property Right of Licensor or its
third party licensors. Licensee shall not in any manner represent that
it has any ownership of any kind in any of the above mentioned
Intellectual Property Rights.
4. License fee
4.1 In consideration for the license granted herein, Licensor
shall charge Licensee a license fee according to price visible at
Licensor's web page at the time of purchase. Licensee must have a
valid License for all Developers who Use Licensed Software in Project.
License may be used in many Projects simultaneously without additional
payments. Project Result may be copied an unlimited number of times and
deployed to an unlimited number of computers without additional
payments.
4.2 Licensee's License will be valid on the payment of respected
license and delivery of corresponding License
Number by Licensor.
5. Term and termination
5.1 This Agreement and the Licenses granted herein become
effective as of the payment of the applicable license fee.
5.2 In the event Licensee fails to comply with the terms set in
this Agreement, the License granted herein shall not be valid and
Licensee must either comply with one of the open source licenses
available, if any, listed for Licensed Software or
at once cease the use of Licensed Software and any of its rights under
Clause 2, and delete all copies of Licensed Software.
5.3 Licensor has the right, in addition and without prejudice to
any other rights or remedies, to terminate this Agreement immediately
as follows:
5.3.1 for any material breach of
Agreement, that is not cured within seven (7) days of receipt by
Licensee in default of a written notice specifying the breach and
requiring its cure;
5.3.2 upon receiving a written
notice, if (a) all or a substantial portion of the assets of Licensee
are transferred to an assignee for the benefit of creditors, or to a
receiver or a trustee in bankruptcy, (b) a proceeding is commenced by
or against Licensee for relief under bankruptcy or similar laws and
such proceeding is not dismissed within sixty (60) days, or (c)
Licensee is adjudged bankrupt.
5.4 If and when this Agreement is terminated due to any reason or
cause whatsoever, the Licensee shall cease to Use Licensed Software and
any of its rights under Clause 2, and delete all copies of Licensed
Software.
5.5 Provisions of the Agreement which, by their nature, are
intended to survive its termination or expiration, shall survive its
termination or expiration.
6. Warranties
THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
KIND EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY THE
APPLICAPLE LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO
WARRANTY, CONDITION, UNDERTAKING, LIABILITY OR TERM, EXPRESS OR
IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE,
FUNCTIONALITY, INFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR
PURPOSE, IS GIVEN OR ASSUMED BY PROMETHEUS CONSULTING
AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY
EXCLUDED.
7. Limitation of Liability
PROMETHEUS CONSULTING WILL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF
ANY KIND WHATSOEVER AND HOWSOEVER CAUSED (INCLUDING BUSINESS
INTERRUPTION, OR ANY LOSS OF BUSINESS, ANTICIPATED SAVINGS, REVENUE,
GOODWILL, MANAGEMENT TIME, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF
OPERATION TIME, LOSS OF REPUTATION OR OF DATA) INCLUDING NEGLIGENCE,
WHETHER IN CONTRACT OR TORT, EVEN IF THEY HAVE BEEN ADVISED OF THE
POSSIBILITY. DEVELOPER WILL USE REASONABLE EFFORTS TO MITIGATE THEIR
LOSS SUFFERED. PROMETHEUS CONSULTING'S AGGREGATE LIABILITY AND
THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS
LICENSE AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED
SOFTWARE.
8. Updates, new versions maintenance and support
Licensor may, in its sole discretion, provide maintenance
releases, updates and upgrades as new versions of Licensed Software.
All new versions of Licensed Software are free and do not require a
purchase of new Licenses. No new License Number is needed to use a new
version of Licensed Software. However, Licensor may release a new
similar but separate Licensed Software subject to a new License,
License Number and license fee.
Licensee is not entitled to receive maintenance or support for
the Licensed Software, but Licensor may, in its sole discretion,
provide support either for free or for a fee.
9. Miscellaneous
9.1 No Waiver
The failure of Licensor to exercise any of its
rights under this Agreement or to require the performance of any term
or provision of this Agreement, or the waiver by either Party of such
breach of this Agreement, shall not prevent a subsequent exercise or
enforcement of such right or be deemed a waiver of any subsequent
breach of the same or any other term or provision of this Agreement.
Any waiver of the performance of any of the terms or conditions of this
Agreement shall be effective only if in writing and signed by the Party
against which such waiver is to be enforced.
9.2 Headings
The headings in this Agreement are for the
convenience of the Parties only and are not intended to define or limit
the scope or interpretation of the Agreement or any provision hereof.
9.3 Severability
If any term of this Agreement is invalid or
unenforceable, such terms or provisions shall not invalidate the rest
of the Agreement which shall remain in full force and effect as if such
invalidated or unenforceable terms or conditions had not been made a
part of this Agreement. In the event this section (Severability)
becomes operative, Parties agree to attempt to negotiate settlement
that carries out the economic intent of the terms or provisions found
invalid or unenforceable.
9.4 Export Control
The Licensed Software may be subject to
import and export controls in other countries. Licensee agrees to
strictly comply with all applicable import and export regulations and
acknowledge that Licensee has the responsibility to obtain licenses to
export, re-export, transfer or import Licensed Software.
9.5 Entire Agreement and Assignment
Agreement sets forth the
entire agreement between the Parties with respect to the subject matter
hereof and supersedes any prior proposals and representations, whether
written or oral. Neither Party shall have the right to assign this
Agreement to a third party without the prior written consent of the
other party. However, Licensor shall have the right to assign this
Agreement and all of the rights and obligations contained therein to a
company belonging to the same group of companies as Licensor, and to a
third party to which the business of Licensor is transferred. As an
exception, the Licensee shall have the right to transfer License as
described in 2.4.
9.6 Governing Law
This Agreement and its terms and conditions
shall be governed by and construed in accordance with the substantive
laws in force in New Zealand. This Agreement shall be construed and
enforced without regard to the United Nations Convention on the
International Sale of Goods. The official text of the Agreement or any
notices given or accounts or statements required hereby shall be in
English.