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Appendix A - Minimum Terms
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LICENSOR: ______________
LICENSE AGREEMENT
This License Agreement (the "Agreement") provides the terms and conditions
pursuant to which you ("LICENSEE") are granted by LICENSOR a non-exclusive license
to exploit the Build Materials (as defined below). PLEASE READ THIS AGREEMENT
CAREFULLY.
ARTICLE 1.0 - REPRESENTATIONS
1.1. LICENSEE represents and warrants that:
(a) If LICENSEE is an entity, or an individual other than the person accepting
this Agreement, the person accepting this Agreement on LICENSEE's behalf is a
legally authorized representative, duly authorized to accept agreements of this
type on LICENSEE's behalf and obligate LICENSEE to comply with its provisions;
(b) LICENSEE has read and fully understand this Agreement in its entirety; and,
(c) LICENSEE's Build Materials are either original or do not include any Software
obtained under a license that conflicts with the obligations contained in this
Agreement;
ARTICLE 2.0 - DEFINITIONS
2.1. "AT&T Source Code Agreement" means the agreement available at the Internet
website having the URL
http://www.research.att.com/sw/tools/graphviz/license/source.html, or accessed by
opening the computer file having the name LICENSE.txt, if such file is furnished
to LICENSEE.
2.2. "AT&T Source Code Release" means the computer files owned by AT&T which can
be obtained under license at the Internet website having the URL
http://www.research.att.com/sw/tools/graphviz, or by opening the computer file
having the name graphviz-*.* or gviz*.*, if such file is furnished to LICENSEE.
2.3. "Build Materials" means the compilation script, Patch files and other source
code files, if any, furnished by LICENSOR to LICENSEE pursuant to this Agreement.
THE BUILD MATERIALS INCLUDE SOFTWARE OR OTHER INFORMATION PROPRIETARY TO AT&T.
LICENSEE'S EXERCISE OF ONE OR MORE OF THE RIGHTS GRANTED IN SECTION 3.1 OF THIS
AGREEMENT WITHOUT
(a) FIRST ENTERING INTO THE AT&T SOURCE CODE AGREEMENT, AND
(b) ABIDING BY THE TERMS AND CONDITIONS OF SUCH AGREEMENT MAY (AND IF LICENSEE HAS
USED ANY PATCH, LICENSEE WILL) INFRINGE OR MISAPPROPRIATE IPR OWNED OR CONTROLLED
BY AT&T.
2.4. "IPR" means all rights protectable under intellectual property law anywhere
throughout the world, including rights protectable under patent, copyright and
trade secret laws, but not trademark rights.
2.5. "Patch" means Software for changing all or any portions of any Software
contained in the AT&T Source Code Release.
2.6. "Software" means any source or object code instructions for controlling the
operation of a central processing unit or computer, or computer files containing
data or text.
ARTICLE 3.0 - GRANT OF RIGHTS TO LICENSEE
3.1. Subject to the terms and conditions of this Agreement, LICENSOR grants to
LICENSEE under any IPR owned or licensable by LICENSOR which relates to the Build
Materials, a non-exclusive license, with the right to sublicense others, to
(a) make, have made, use, sell and import, any products or services; and
(b) reproduce, distribute, perform and display all or any portion of the Build
Materials, and prepare derivative works based on the Build Materials and
reproduce, distribute, perform and display such derivative works.
ARTICLE 4.0 - LICENSEE'S DISTRIBUTION OBLIGATIONS
4.1. If LICENSEE distributes any products licensed pursuant to this Agreement or
source code required pursuant to Section 4.2(b), LICENSEE shall ensure that the
recipient enters into and duly accepts a written agreement with LICENSEE which
includes the minimum terms set forth in this Agreement and no other provisions
which conflict with the obligations under, or the intent of, this Agreement.
ARTICLE 5.0 - AS IS CLAUSE / LIMITATION OF LIABILITY
5.1. The Build Materials contain certain software or other information ("AT&T
Software") proprietary to AT&T. The AT&T Software is provided to LICENSEE "AS IS".
LICENSEE ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T SOFTWARE. AT&T
DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY
KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR
NON-INFRINGEMENT OF ANY IPR or TRADEMARK RIGHTS, ANY WARRANTIES ARISING BY USAGE
OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT THE
AT&T SOFTWARE IS "ERROR FREE" OR WILL MEET LICENSEE'S REQUIREMENTS.
5.2. IN NO EVENT SHALL AT&T BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL, OR
INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT
OF THE USE OF OR INABILITY TO USE THE AT&T SOFTWARE, EVEN IF AT&T OR ANY OF ITS
AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
(a) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE AT&T
SOFTWARE, OR (c) ANY CLAIM BY ANY THIRD PARTY.
5.3. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OR
LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT,
AT&T'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
ARTICLE 6.0 - GENERAL
6.1. LICENSEE shall not assert against AT&T or any of its affiliated companies any
claim for infringement or misappropriation of any IPR or trademark rights in any
way relating to the AT&T Source Code Release.
6.2. LICENSEE'S rights and license (but not any of LICENSEE'S obligations) under
this Agreement shall terminate automatically in the event that (a) any of
LICENSEE'S representations or warranties in Article 1.0 are false or inaccurate,
(b) LICENSEE exceed the rights and license granted to LICENSEE or (c) LICENSEE
fails to fully comply with any provision of this Agreement.
6.3. AT&T shall be entitled, in its own name and without joining LICENSOR as a
party, to enforce against LICENSEE in an action for breach of contract, any
provision of this Agreement which protects, limits the liability of, or otherwise
benefits AT&T. In addition to all other relief available to AT&T in any such
action, AT&T shall be entitled to an injunction requiring LICENSEE to comply with
any such provision.
6.4. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York, USA, without regard to its conflicts of law rules. This
Agreement shall be fairly interpreted in accordance with its terms and without any
strict construction in favor of or against either party. Any suit or proceeding
relating to this Agreement shall be brought and prosecuted only in New York, New
York, USA.
END OF MINIMUM TERMS