OpenJAUS SDK Commercial End User License Agreement

By checking “I Agree” during the online purchase, or by downloading, or by installation of the Software, you represent that you have read, understand and agree to be bound by the terms and conditions of this OpenJAUS SDK Commercial End User License Agreement, including Attachments A, B, and C (collectively, this “Agreement”). If you do not accept these terms and conditions then you are not granted a license and are not authorized to access, download, install or use the Software.

TERMS & CONDITIONS

1. DEFINITIONS

“Agreement” (or “License”) – means all of the terms and conditions of this document and its attachments, along with the expressed rights they provide.

“Licensor” – means OpenJAUS LLC, a Pennsylvania limited liability company.

“Licensee” (or “you”) – means the associated organization of the individual who or entity that accepted and agreed to be bound by the terms and conditions of this Agreement. In the absence of such employing organization the Licensee is only the individual or entity that accepted this Agreement.

“Customer” – means the entity or organization that Licensee delivers products to or delivers technology demonstrations as sponsored by such entity.

“Software” – means the OpenJAUS Software Development Kit (SDK) and all of the code, documentation, and copyrighted material within.

“Developer(s)” – means the individual(s) associated with the Licensee and on whose behalf the Licensee has accepted to be bound to this Agreement for which the Software may be downloaded, installed, used, referenced or developed with.

“Product(s)” – means a machine, software or other technical system that incorporates the OpenJAUS Software Development Kit (SDK) as part of its operation, which is made by the Licensee and intended for but not limited to internal use, demonstration, sale or distribution.

“Updates” – means any downloaded, installed, used, or referenced code changes, modifications, bug fixes, or improvements offered, communicated or delivered by the Licensor to the Licensee during the duration of this Agreement.

“Machine” – means a computer including but not limited to: a personal computer, laptop, single board computer, rackmount computer, microcontroller or embedded processor, on which the Software can be installed, used, referenced or developed within.

“Runtime-License” – means the terms, conditions, and entitling rights of an agreement separate from this Agreement, which enables the Licensee to deliver, sell, or distribute Product(s) to Customer(s). Such Runtime-License(s) must be purchased separately from this License in accordance to Attachment C.

2. Grant of License and Scope

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited and non-exclusive right during the term of this Agreement and any renewals hereof to: (a) download the Software from the OpenJAUS Website; (b) install the Software on up to 3 Machines in adherence with development activities stated under Section 3; (c) include copies of the Software as part of Products, so long as Licensee complies with Runtime-License distribution rules, as stated therein, and Licensee pays the required Runtime-License fees given under Attachment C; and (c) support distributed versions of the Software that is part of Licensee Products. This license is subject to the additional conditions stated in this Agreement (including all Attachments). Any agreement between the Licensee, on the one hand, and a Distributor, on the other, shall not grant to such Distributor license rights broader in scope than the license rights granted to Licensee under this Section 2.1, and shall include terms substantially similar to Section 2.2.

2.2 In connection with the Products, Licensee shall not: (a) lease, license, use, make available or distribute all or any part of the Software to any third party, except as included in the Product; (b) use the Software to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment, except as otherwise expressly agreed by the parties in a separate, signed writing that requires the payment of fees on a per-customer, per-user or per-access basis; (c) lease, license, use, make available or distribute the Software as a stand alone application or with applications other than a Product under this license; or (d) distribute Software pursuant to a public or open source license.

2.3 Licensee agrees to (a) require each Distributor of a Product to agree to protect the Software under substantially similar terms and conditions as Licensee is hereby agreeing; and (b) enforce its agreements with Distributors in response to breaches of Distributors’ obligations under such agreements with respect to the protection of Software as set forth above. In the event Licensee learns that a Distributor has failed to take steps required under subpart (a) above, or Licensee has taken enforcement steps in accordance with subpart (b) above, Licensee shall promptly inform Licensor.

3. Authorized Development Activities

The Software is licensed only for the specific development activities below.

3.1 Licensee is permitted to install Software on up to 3 Machines for the purpose of software development, use and referencing. The Software may be used on the Machines by the individual Developer only. If use of the Machines is to be shared with other individuals, they are not permitted to use the Software unless Licensee has purchased a copy of this development license (or an equivalent development license) from the Licensor for those individuals separately.

3.2 The Developer may use the Software on an authorized Machines as defined in section 3.1 in order to create, compile, link, install and use Software, derivative works of Source Code, and new or existing applications or modules.

3.3 The Developer may modify the Software source code by making changes, additions or removing from the Software in any form. Any changes made to the Software source code are the property of Licensee. However making changes to the Software does not give the Licensee the right to distribute the derivative work as new software unbound by this license. Any and all source code of the License Software as originally supplied by the Licensor remains subject to the terms of this Agreement.

4. Prohibited Activities

The Licensee shall not perform nor authorize others to perform any of the activities given in the following sections below.

4.1 The Licensee shall not allow multiple developers to share the license rights entitled to the Developer(s) for whom this license has been purchased and this Agreement made. This includes but is not limited to sharing Software Updates with other developers that have a Software developers license but for whom the required Update and Support fees have not been paid for.

4.2 The Licensee shall not directly nor indirectly export, import, or transmit the Software to any country in contravention of the laws of that country, or the laws of Canada or the United States. Without restricting the foregoing statement, the Licensee and Developer(s) may not download nor transfer the Software to: (i) any country prohibited by United States and/or Canadian laws and regulations; (ii) any person or entity prohibited from receiving United States and/or Canadian exports (including but not limited to those involved with missile technology or nuclear, chemical or biological weapons and those on US government restricted persons/entities lists — see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm); or (iii) any country

which requires an import or use permit for encryption technology. The Licensee represents and

warrants to OpenJAUS LLC that you are not in or a resident of one of the restricted countries, and that you are not one of the restricted individuals or entities referred to above. The Licensee accepts complete responsibility to ensure that Licensee and Developer(s) use of the Software complies with the law.

4.3 The Licensee may not use the Software in any application in which death, personal injury, or severe physical or property damage is a foreseeable consequence of Software use or failure (collectively, “High-Risk Systems”) including but not limited to the operation of nuclear facilities, mass transit, aircraft navigation, flight control or communications, air traffic control, weapon systems, and direct life support systems. OpenJAUS LLC DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR HIGH-RISK SYSTEMS.

4.4 The Licensee may not pursue any formal qualification, certification, or designation for the Software unless it is for a specific end user system for which it is part or unless OpenJAUS LLC has provided written consent for such activity.

5. Price and Payment

5.1 The Licensee shall pay all fees, charges and applicable taxes in accordance with Attachment A of this Agreement.

5.2 Failure to pay any of the fees, charges or applicable taxes in the time frame according to Attachment A will result in immediate termination of this license and the immediate termination of any and all rights this licence Agreement affirms to the Licensee. Any and all copies of the Software downloaded by the Licensee or Developer must immediately be removed from any Machines for which a valid developer license does not exist as defined under section 3 of this Agreement.

6. Assignment of Developer(s) and Audits of Software Use

6.1 The Licensee may deploy to or allow the Developer(s) for which this Software license has been purchased the Software according to the terms and conditions of this Agreement. The Licensee may also transfer these license rights to new or different Developer(s) as needed within the Licensee’s organization. In any cases of such transfer the Licensee shall remain responsible for adhering to and enforcing the terms and conditions of this license Agreement. This includes but is not limited to: the time durations of valid license rights, the installation of the Software on only up to the maximum number of allowable Machines, and the allowable development and use activities as defined under this Agreement and its Attachments.

6.2 The Licensor has the right to audit the Licensee’s compliance with this Agreement by requiring the Licensee, to provide within thirty (30) days after postmark of a written notice, a written report, that may include but is not limited to: the name and email address of each Developer for whom this Software licence has been assigned, the physical location and identification of Machines where the Software has been installed or deployed, an identification of the purchased Software licenses with the version and number of purchased valid developer licenses, and updates which have been installed or deployed, or are in use by Developer(s), and confirmation that Software has been removed or destroyed where applicable according to Section 7 of this Agreement. The Licensee or an authorized individual for the Licensee legal entity shall sign the written confirmations.

7. Term and Termination

7.1 The terms and conditions of this Agreement shall remain valid a the period of time after the effective date, which is designated in Attachment A, unless it is terminated early for any of the conditions specified in this Agreement.

7.2 Early termination of this Agreement requires that the Licensee immediately remove all copies of the Software from any Machines for which this license entitles the Licensee to install the Software. Upon termination of this Agreement the Software may no longer be used, or referenced by any Developer(s) for which this Agreement was made.

7.3 The Licensor or Licensee may terminate this Agreement upon any violation of the terms given in this Agreement if the violations are not corrected withing a thirty (30) days after receiving written notice, of the violation and the proper correction for such violation, from the opposite party.

7.4 In the event that either Licensor or Licensee becomes liquidated, dissolved, bankrupt or insolvent, whether voluntary or involuntary, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement.

7.5 Notwithstanding any other terms in this Agreement, expiration or termination of this Agreement will not terminate the existing rights of Customers for whom the Licensee has purchased distribution or Runtime-License(s) prior to the date of final expiration or termination.

8. Disclaimer of Warranties and Limitation of Liability

THE SOFTWARE IS PROVIDED BY THE LICENSOR “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 THE LICENSOR 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 THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE LICENSED SOFTWARE WILL BE CORRECTED. THIS SECTION 8 OF THIS AGREEMENT WILL SURVIVE ITS EXPIRATION OR TERMINATION AND WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY OF ITS TERMS AND CONDITIONS.

Without limiting the generality or terms of the foregoing disclaimer, the Licensee acknowledges that the Software is not specifically designed, manufactured or intended for use in the planning, construction, maintenance, control or direct operation of any high-risk systems including but not limited to nuclear facilities, aircraft navigation, flight control or flight communication, mass transit, weapons or direct life support systems.

9. United States Government Rights

If the Licensee is a U.S. government or quasi- government entity, then the Licensee acknowledges that the Software is a “commercial item”, as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.1212 (Sept. 1995). Consistent with 48 C.F.R. 12.1212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all such customers acquire the Software with only those rights set forth herein. Use, duplication, or disclosure by the U.S. government is subject to restrictions as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii) (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.

10. Ownership of Feedback Information

For all communication between the Licensor and Licensee, which may include but is not limited to email, voice, or website forum discussion, the property rights to information regarding the Software shall adhere to the terms given in this section below.

10.1 The Licensor shall have the right to own, sell and distribute any changes made to the Software as a result of communications from the Licensee including but not limited to recommendations, complaints, bug-fixes or feature requests.

10.2 The Licensor shall have the right to own, sell and distribute any modifications, improvements of other changes to the Software made by Licensee that are transferred or directly communicated to the Licensor.

11. Support

All terms and conditions of support for the Software are given in Attachment B.

12. Governing Law

12.1 This Agreement shall be governed by the laws of the State of Florida, United States, without regard to the conflict of laws provision thereof. Under no condition or event shall the United Nations Convention on Contracts for the International Sale of Goods nor any adopted version of the Uniform Computer Information Transactions Act apply to, or govern, this Agreement. In the event that either Licensor or Licensee initiates an action in regards to this Agreement or other dispute between the Licenso and Licensee, the exclusive location and jurisdiction of such action shall be in the state and courts of Florida.

12.2 The Licensee shall comply at its own expense the applicable laws related to the terms and conditions of this Agreement, and the use of the Software.

13. Interpretation

The divisions and headings in this Agreement have been included for convenience only and will not affect its construction or interpretation. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

14. Endorsement.

During the term of this Agreement the Licensee agrees to allow Licensor to publicly announce via press release and publication on Licensor’s website (OpenJAUS.com) that the Licensee intends to use the Software and as such the Licensee intends to test, integrate and distribute the Software with Licensee projects and products. In return the Licensee may also publicly announce via press release or online content, statements of intent to use the Software and receive support from the Licensor for such use. In association with these announcements, both Licensee and Licensor agree to allow the opposite party to display each others logo or trademarks in such publications.

15. Entire Agreement

This Agreement (including any Attachment or amendment to this Agreement) is the entire agreement between the Licensee and the Licensor with respect to the Software and its support and they supersede all prior oral or written communications, advising, proposals or representations with respect to the Software or any other terms or conditions of this Agreement. If any terms or conditions of this Agreement are found to be void, invalid, unenforceable or illegal, the other terms or conditions of this Agreement shall continue to apply to the Software.

Attachment A
Attachment to OpenJAUS SDK Commercial End User License Agreement

The purpose of this Attachment is to document specific or customized license details made for this Agreement between the Licensor and Licensee.

Licensee Name: Organization Name
Date of Agreement: Date

Names and email addresses of licensed developers:

The following table list the names and email addresses of the initial Developers for whom this License Agreement has been made and purchased. The Licensee may change the Developers for whom this License applies within the duration of this Agreement in accordance with the terms of Section 6 of this Agreement.

Name Email Address
   
   

License Duration:

This License Agreement shall persist for a duration of time beginning upon the Date of Agreement as stated above within this Attachment A, and shall end on the date EndDate.

License Fees:

The following table gives the applicable License fees that are due to be paid to the Licensor by the Licensee on or before the Date of Agreement.

Name Email Address Fee
OpenJAUS Commercial End User License:    
     
Total:    

Attachment B
Attachment to OpenJAUS SDK Commercial End User Licence Agreement

The purpose of this Attachment is to document the specific terms and conditions of support agreed upon by the Licensor and Licensee.

B.1 Duration of support: The terms of support given in this Attachment B shall be made available to the Licensee for a period of one year from the Date of Agreement as specified in Attachment A, or until this License is terminated, if it is terminated for any reason as specified in Section 7 of this Agreement.

B.2 Upgrades: The during the period of support the Licensee is entitled to any upgrades, modifications or bug fixes that are made available in that period. These modifications will be made available for online download to the Licensee and the Licensee will be notified of such modifications when they are available through email contact to the Developer(s).

B.3 Direct Support and Limitations: The Licensee is entitled to a limited amount of direct support for any questions, issues or other informational requirements that need to be addressed with respect to the Software during the period of support. The direct support will be made available to the Licensee via email or telephone communication. The amount of direct support will be limited to a maximum amount not to exceed 16 man-hours of technical assistance per developers’ license, which is provided by the Licensor. If the maximum man-hour work limit is reached during the one year period of support and the Licensee wishes to obtain more direct support hours, then the Licensee must purchase the additional direct support. The terms and fees to purchase additional direct support must be negotiated between the Licensor and Licensee at the time at which it is requested by the Licensee.

B.4 Renewal of support: During the one year duration of support, the Licensee will have the opportunity to purchase a renewal of support. The price of renewal will be determined at the time of purchase. The Licensor has the right to modify the terms of support offered in the renewal and therefore the renewed terms may not be the same terms offered in this Agreement.

Attachment C – Runtime-License Requirements and Fees
Attachment to OpenJAUS SDK Commercial End User Licence Agreement

C.1 Requirements: If the Licensee wishes to sell or distribute Products that use this Software, the Licensee is required to purchase one or more Runtime-Licenses prior to any sale or distribution of such Products.

C.2 Fees: The fees to purchase Runtime-Licenses depend on the quantity needed by the Licensee and the type of Product that the Licensee intends to use the Runtime-Licenses for, because the support requirement risk varies greatly depending on these factors. As such the Runtime-License fees must be negotiated between the Licensor and Licensee at the time they are required.