ATT SOURCE CODE AGREEMENT Version 1.2C
bruce at perens.com
bruce at perens.com
Thu Sep 9 22:21:32 UTC 1999
SOURCE CODE AGREEMENT
Version 1.2C
PLEASE READ THIS AGREEMENT CAREFULLY. By accessing and using the Source
Code, you accept this Agreement in its entirety and agree to only use the
Source Code in accordance with the following terms and conditions. If you do
not wish to be bound by these terms and conditions, do not access or use the
Source Code.
1. YOUR REPRESENTATIONS
1. You represent and warrant that:
a. If you are an entity, or an individual other than the person
accepting this Agreement, the person accepting this Agreement
on your behalf is your legally authorized representative,
duly authorized to accept agreements of this type on your
behalf and obligate you to comply with its provisions;
b. You have read and fully understand this Agreement in its
entirety;
c. Your Build Materials are either original or do not include
any Software obtained under a license that conflicts with the
obligations contained in this Agreement;
d. To the best of your knowledge, your Build Materials do not
infringe or misappropriate the rights of any person or
entity; and,
e. You will regularly monitor the Website for any notices.
2. DEFINITIONS AND INTERPRETATION
1. For purposes of this Agreement, certain terms have been defined
below and elsewhere in this Agreement to encompass meanings that
may differ from, or be in addition to, the normal connotation of
the defined word.
a. "Additional Code" means Software in source code form which
does not contain any
i. of the Source Code, or
ii. derivative work (such term having the same meaning in
this Agreement as under U.S. Copyright Law) of the
Source Code.
b. "AT&T Patent Claims" means those claims of patents (i) owned
by AT&T and (ii) licensable without restriction or
obligation, which, absent a license, are necessarily and
unavoidably infringed by the use of the functionality of the
Source Code.
c. "Build Materials" means, with reference to a Derived Product,
the Patch and Additional Code, if any, used in the
preparation of such Derived Product, together with written
instructions that describe, in reasonable detail, such
preparation.
d. "Capsule" means the computer file having the name gv15.tgz,
which will be downloaded after accepting, or was opened to
access, this Agreement.
e. "Derived Product" means a Software Product which is a
derivative work of the Source Code.
f. "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.
g. "Patch" means Software for changing all or any portion of the
Source Code.
h. "Proprietary Notice" means the following statement:
"This product contains certain software code or other
information ("AT&T Software") proprietary to AT&T Corp.
("AT&T"). The AT&T Software is provided to you "AS IS". YOU
ASSUME 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 INTELLECTUAL
PROPERTY 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 YOUR
REQUIREMENTS.
Unless you accept a license to use the AT&T Software, you
shall not reverse compile, disassemble or otherwise reverse
engineer this product to ascertain the source code for any
AT&T Software.
(C) AT&T Corp. All rights reserved. AT&T is a registered
trademark of AT&T Corp."
i. "Software" means, as the context may require, source or
object code instructions for controlling the operation of a
central processing unit or computer, and computer files
containing data or text.
j. "Software Product" means a collection of computer files
containing Software in object code form only, which, taken
together, reasonably comprise a product, regardless of
whether such product is intended for internal use or
commercial exploitation. A single computer file can comprise
a Software Product.
k. "Source Code" means the Software contained in compressed form
in the Capsule.
l. "Website" means the Internet website having the URL
http://www.research.att.com/sw/tools/graphviz. AT&T may
change the content or URL of the Website, or remove it from
the Internet altogether.
2. By way of clarification only, the terms Capsule, Proprietary
Notice and Source Code when used in this Agreement shall mean the
materials and information defined by such terms without any
change, enhancement, amendment, alteration or modification
(collectively, "change").
3. GRANT OF RIGHTS
1. Subject to third party intellectual property claims, if any, and
the terms and conditions of this Agreement, AT&T grants to you
under:
a. the AT&T Patent Claims and AT&T's copyright rights in the
Source Code, a non-exclusive, fully paid-up license to:
i. Reproduce and distribute the Capsule;
ii. Compile the Source Code and execute the resultant binary
Software on a computer;
iii. Prepare a Derived Product solely by compiling Additional
Code, if any, together with the code resulting from
operating a Patch on the Source Code; and,
iv. Execute on a computer and distribute to others Derived
Products,
except that, with respect to the AT&T Patent Claims , the
license rights granted in clauses (iii) and (iv) above shall
only extend, and be limited, to that portion of a Derived
Product which is Software compiled from some portion of the
Source Code; and,
b. AT&T's copyright rights in the Source Code, a non-exclusive,
fully paid-up license to prepare and distribute Patches for
the Source Code.
2. Subject to the terms and conditions of this Agreement, you may
create a hyperlink between an Internet website owned and
controlled by you and the Website, which hyperlink describes in a
fair and good faith manner where the Capsule and Source Code may
be obtained, provided that, you do not frame the Website or
otherwise give the false impression that AT&T is somehow
associated with, or otherwise endorses or sponsors your website.
Any goodwill associated with such hyperlink shall inure to the
sole benefit of AT&T. Other than the creation of such hyperlink,
nothing in this Agreement shall be construed as conferring upon
you any right to use any reference to AT&T, its trade names,
trademarks, service marks or any other indicia of origin owned by
AT&T, or to indicate that your products or services are in any way
sponsored, approved or endorsed by, or affiliated with, AT&T.
3. Except as expressly set forth in Section 3.1 above, no other
rights or licenses under any of AT&T's IPR are granted or, by
implication, estoppel or otherwise, conferred. By way of example
only, no rights or licenses under any of AT&T's patents are
granted or, by implication, estoppel or otherwise, conferred with
respect to any portion of a Derived Product which is not Software
compiled from some portion, without change, of the Source Code.
4. YOUR OBLIGATIONS
1. If you distribute Build Materials (including if you are required
to do so pursuant to this Agreement), you shall ensure that the
recipient enters into and duly accepts an agreement with you which
includes the minimum terms set forth in Appendix A (completed to
indicate you as the LICENSOR) and no other provisions which, in
AT&T's opinion, conflict with your obligations under, or the
intent of, this Agreement. The agreement required under this
Section 4.1 may be in electronic form and may be distributed with
the Build Materials in a form such that the recipient accepts the
agreement by using or installing the Build Materials. If any
Additional Code contained in your Build Materials includes
Software you obtained under license, the agreement shall also
include complete details concerning the license and any
restrictions or obligations associated with such Software.
2. If you prepare a Patch which you distribute to anyone else you
shall:
a. Contact AT&T, as may be provided on the Website or in a text
file included with the Source Code, and describe for AT&T
such Patch and provide AT&T with a copy of such Patch as
directed by AT&T; or,
b. Where you make your Patch generally available on your
Internet website, you shall provide AT&T with the URL of your
website and hereby grant to AT&T a non-exclusive, fully-paid
up right to create a hyperlink between your website and a
page associated with the Website.
3. If you prepare a Derived Product, such product shall conspicuously
display to users, and any corresponding documentation and license
agreement shall include as a provision, the Proprietary Notice.
5. YOUR GRANT OF RIGHTS TO AT&T
1. You grant to AT&T under any IPR owned or licensable by you which
in any way relates to your Patches, a non-exclusive, perpetual,
worldwide, fully paid-up, unrestricted, irrevocable license, along
with the right to sublicense others, to (a) make, have made, use,
offer to sell, sell and import any products, services or any
combination of products or services, and (b) reproduce,
distribute, prepare derivative works based on, perform, display
and transmit your Patches in any media whether now known or in the
future developed.
6. AS IS CLAUSE / LIMITATION OF LIABILITY
1. The Source Code and Capsule are provided to you "AS IS". YOU
ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THEM
INCLUDING THE RISK OF ANY DEFECTS OR INACCURACIES THEREIN. 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 SOURCE CODE OR CAPSULE ARE "ERROR FREE" OR WILL MEET YOUR
REQUIREMENTS.
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 SOURCE CODE OR CAPSULE, EVEN IF AT&T OR
ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, (b) ANY CLAIM ATTRIBUTABLE TO ERRORS,
OMISSIONS, OR OTHER INACCURACIES IN THE SOURCE CODE OR CAPSULE, OR
(c) ANY CLAIM BY ANY THIRD PARTY.
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.
7. INDEMNIFICATION
1. You shall indemnify and hold harmless AT&T, its affiliates and
authorized representatives against any claims, suits or
proceedings asserted or commenced by any third party and arising
out of, or relating to, your use of the Source Code. This
obligation shall include indemnifying against all damages, losses,
costs and expenses (including attorneys' fees) incurred by AT&T,
its affiliates and authorized representatives as a result of any
such claims, suits or proceedings, including any costs or expenses
incurred in defending against any such claims, suits, or
proceedings.
8. GENERAL
1. You shall not assert against AT&T, its affiliates or authorized
representatives any claim for infringement or misappropriation of
any IPR or trademark rights in any way relating to the Source
Code, including any such claims relating to any Patches.
2. In the event that any provision of this Agreement is deemed
illegal or unenforceable, AT&T may, but is not obligated to, post
on the Website a new version of this Agreement which, in AT&T's
opinion, reasonably preserves the intent of this Agreement.
3. Your rights and license (but not any of your obligations) under
this Agreement shall terminate automatically in the event that (a)
notice of a non-frivolous claim by a third party relating to the
Source Code or Capsule is posted on the Website, (b) you have
knowledge of any such claim, (c) any of your representations or
warranties in Article 1.0 or Section 8.4 are false or inaccurate,
(d) you exceed the rights and license granted to you or (e) you
fail to fully comply with any provision of this Agreement. Nothing
in this provision shall be construed to restrict you, at your
option and subject to applicable law, from replacing the portion
of the Source Code that is the subject of a claim by a third party
with non-infringing code or from independently negotiating for
necessary rights from the third party.
4. You acknowledge that the Source Code and Capsule may be subject to
U.S. export laws and regulations, and, accordingly, you hereby
assure AT&T that you will not, directly or indirectly, violate any
applicable U.S. laws and regulations.
5. Without limiting any of AT&T's rights under this Agreement or at
law or in equity, or otherwise expanding the scope of the license
and rights granted hereunder, if you fail to perform any of your
obligations under this Agreement with respect to any of your
Patches or Derived Products, or if you do any act which exceeds
the scope of the license and rights granted herein, then such
Patches, Derived Products and acts are not licensed or otherwise
authorized under this Agreement and such failure shall also be
deemed a breach of this Agreement. In addition to all other relief
available to it for any breach of your obligations under this
Agreement, AT&T shall be entitled to an injunction requiring you
to perform such obligations.
6. 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 AT&T or you. Any suit or proceeding
you bring relating to this Agreement shall be brought and
prosecuted only in New York, New York, USA.
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