License Agreement
THIS LICENSE AGREEMENT IS BETWEEN YOU AND GOAHEAD (BOTH AS DEFINED BELOW).
THIS AGREEMENT GRANTS YOU ONLY A LIMITED LICENSE TO USE GOAHEAD PROPRIETARY COMPUTER
SOFTWARE. BY EXECUTING THIS AGREEMENT OR USING THE SOFTWARE, YOU CERTIFY
THAT YOU WILL USE THE SOFTWARE ONLY IN THE MANNER PERMITTED HEREIN.
1. Definitions.
1.1 "Documentation" means any documentation GoAhead provides with the Original Code.
1.2 "GoAhead" means GoAhead Software, Inc.
1.3 "Agreement" means this document.
1.4 "Modifications" means any addition to or deletion from the substance
or structure of either the Original Code or any previous Modifications.
1.5 "Original Code" means the source code to GoAhead’s proprietary computer software
entitled GoAhead WebServer that is provided to You by GoAhead.
1.6 "You" means an individual or a legal entity exercising rights under,
and complying with all of the terms of, this license or a future version
of this license. For legal entities, "You" includes any entity that controls,
is controlled by, or is under common control with You. For purposes of
this definition, "control" means (a) the power, direct or indirect, to cause
the direction or management of such entity, whether by contract or otherwise,
or (b) ownership of fifty percent (50%) or more of the outstanding shares
or beneficial ownership of such entity.
1.7 "Response Header" means the first portion of the response message output
by the GoAhead WebServer, containing but not limited to, header fields for
date, content-type, server identification and cache control.
1.8"Server Identification Field" means the field in the Response Header
which contains the text "Server: GoAhead-Webs".
2. License.
2.1 Limited Original Code Grant.
Subject to the terms of this Agreement, GoAhead hereby grants You a worldwide, royalty-free,
nonexclusive, nontransferable license, without right of sublicense, subject
to third party intellectual property claims, (a) to use and reproduce the
Original Code, (b) to create Modifications from the Original Code, and (c)
to distribute source code copies of the Original Code from solely when embedded
in other software (in a manner that does not allow the Original Code to
be separated) that provides material functionality in addition to the functionality
provided by the Original Code.
2.2 Binary Code.
Subject to the terms of this Agreement, GoAhead hereby grants You a worldwide, royalty-free,
nonexclusive, nontransferable license, without right of sublicense, to copy
and distribute binary code copies of the Original Code together with Your
Modifications in binary code.
2.3 Restrictions on Use.
You may sublicense third parties to use Your Modifications if You enter
into a license agreement with such third parties that bind such third parties
to all the obligations under this Agreement applicable to You and that are
otherwise substantially similar in scope and application to this Agreement
(without limiting the protections afforded to GoAhead). You may not rent,
lease, or loan the software.
2.4 Documentation.
Subject to the terms of this Agreement, GoAhead hereby grants You a worldwide, royalty-free,
nonexclusive, nontransferable license, without right of sublicense, to copy
and distribute the Documentation in connection with the authorized distribution
of the Original Code and Modifications.
2.5License Back to GoAhead.
You hereby grant in both source code and binary code to GoAhead a world-wide, royalty-free,
non-exclusive license to copy, modify, display, use and sublicense any Modifications
You make that are distributed or planned for distribution. Within 30 days
of either such event, You agree to ship to GoAhead a file containing the
Modifications (in a media to be determined by the parties), including any
programmers’ notes and other programmers’ materials. Additionally, You will
provide to GoAhead a complete description of the product, the product code
or model number, the date on which the product is initially shipped, and
a contact name, phone number and e-mail address for future correspondence.
GoAhead will keep confidential all data specifically marked as such.
3. Trademarks and Brand.
3.1 License and Use.
GoAhead hereby grants to You a limited world-wide, royalty-free, non-exclusive license
to use the GoAhead trade names, trademarks, logos, service marks and product
designations posted in Exhibit A (collectively, the "GoAhead Marks") in connection
with the activities by You under this Agreement. Additionally, GoAhead grants
You a license under the terms above to such GoAhead trademarks as shall
be identified at a URL (the "URL") provided by GoAhead. The use by You of GoAhead
Marks shall be in accordance with GoAhead’s trademark policies regarding
trademark usage as established at the Web site designated by the URL, or
as otherwise communicated to You by GoAhead at its sole discretion. You
understand and agree that any use of GoAhead Marks in connection with this
Agreement shall not create any right, title or interest in or to such GoAhead
Marks and that all such use and goodwill associated with GoAhead Marks will
inure to the benefit of GoAhead.
3.2 Promotion by You of GoAhead WebServer Mark.
In consideration for the licenses granted by GoAhead to You herein, You
agree to notify GoAhead when You incorporate the GoAhead WebServer in Your
product and to inform GoAhead when such product begins to ship. You agree
to promote the Original Code by prominently and visibly displaying a graphic
of the GoAhead WebServer mark on the initial Web page of Your product that
is displayed each time a user connects to it. You also agree that GoAhead
may identify your company as a user of the GoAhead WebServer by placing
your company logo on its Web site. You may further promote the Original
Code by displaying the GoAhead WebServer mark in marketing and promotional
materials such as the home page of your Web site or Web pages promoting
the product.
3.3 Copyright Notice.
You agree to include copies of the following notice (the "Notice") regarding proprietary
rights in all copies of the Original Code and Modifications that You distribute,
as follows: (a) embedded in the binary code; and (b) on the title pages
of all documentation. Furthermore, You agree to use commercially reasonable
efforts to cause any licensees of your products to embed the Notice in object
code and on the title pages or relevant documentation. The Notice is as
follows: Copyright (c) 20XX GoAhead Software, Inc. All Rights Reserved.
Unless GoAhead otherwise instructs, the year 20xx is to be replaced with
the year during which the release of the Original Code containing the notice
is issued by GoAhead. If this year is not supplied with Documentation,
GoAhead will supply it upon request.
3.4 No Modifications to Server Identification Field.
You agree not to remove or modify the Server identification Field contained
in the Response Header as defined in Section 1.7 and 1.8.
4. Term.
This Agreement and license are effective from the time You execute this
Agreement until this Agreement is terminated. You may terminate this Agreement
at any time by uninstalling or destroying all copies of the Original Code
including all binary versions and removing any Modifications to the Original
Code existing in any products. This Agreement will terminate immediately
and without further notice if You fail to comply with any provision of this
Agreement. All restrictions on use, and all other provisions that may reasonably
be interpreted to survive termination of this Agreement, will survive termination
of this Agreement for any reason. Upon termination, You agree to uninstall
or destroy all copies of the Original Code, Modifications, and Documentation.
5. Warranty Disclaimers.
THE ORIGINAL CODE, THE DOCUMENTATION, AND THE MEDIA UPON WHICH THE ORIGINAL CODE
IS RECORDED (IF ANY) ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND,
EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
The entire risk as to the quality and performance of the Original Code (including
any Modifications You make) and the Documentation is with You. Should the Original
Code or the Documentation prove defective, You (and not GoAhead or its distributors,
licensors or dealers) assume the entire cost of all necessary servicing
or repair. GoAhead does not warrant that the functions contained in the
Original Code will meet your requirements or operate in the combination that
You may select for use, that the operation of the Original Code will be uninterrupted
or error free, or that defects in the Original Code will be corrected.
No oral or written statement by GoAhead or by a representative of GoAhead
shall create a warranty or increase the scope of this warranty.
GOAHEAD DOES NOT WARRANT THE ORIGINAL CODE AGAINST INFRINGEMENT OR THE LIKE WITH
RESPECT TO ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER PROPRIETARY
OR INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY AND DOES NOT WARRANT THAT
THE ORIGINAL CODE DOES NOT INCLUDE ANY VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE
DESIGNED TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, ERASE OR OTHERWISE HARM
SOFTWARE, HARDWARE OR DATA, OR TO PERFORM ANY OTHER SUCH ACTIONS.
Any warranties that by law survive the foregoing disclaimers shall terminate
90 days from the date You received the Original Code.
6. Limitation of Liability.
YOUR SOLE REMEDIES AND GOAHEAD'S ENTIRE LIABILITY ARE SET FORTH ABOVE.
IN NO EVENT WILL GOAHEAD OR ITS DISTRIBUTORS OR DEALERS BE LIABLE FOR DIRECT,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF
THE ORIGINAL CODE, THE INABILITY TO USE THE ORIGINAL CODE, OR ANY DEFECT
IN THE ORIGINAL CODE, INCLUDING ANY LOST PROFITS, EVEN IF THEY HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You agree that GoAhead and its distributors and dealers will not be LIABLE
for defense or indemnity with respect to any claim against You by any third
party arising from your possession or use of the Original Code or the Documentation.
In no event will GoAhead’s total liability to You for all damages, losses,
and causes of action (whether in contract, tort, including negligence, or
otherwise) exceed the amount You paid for this product.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,
AND SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY
TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE
OTHER RIGHTS THAT VARY FROM STATE TO STATE.
7. Indemnification by You.
You agree to indemnify and hold GoAhead harmless against any and all claims, losses,
damages and costs (including legal expenses and reasonable counsel fees)
arising out of any claim of a third party with respect to the contents of Your
products, and any intellectual property rights or other rights or interests
related thereto.
8. High-Risk Activities.
The Original Code is not fault-tolerant and is not designed, manufactured
or intended for use or resale as online control equipment in hazardous environments
requiring fail-safe performance, such as in the operation of nuclear facilities,
aircraft navigation or communication systems, air traffic control, direct
life support machines or weapons systems, in which the failure of the Original
Code could lead directly to death, personal injury, or severe physical or
environmental damage. GoAhead and its suppliers specifically disclaim any express
or implied warranty of fitness for any high-risk uses listed above.
9. Government Restricted Rights.
For units of the Department of Defense, use, duplication, or disclosure
by the Government is subject to restrictions as set forth in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause
at DFARS 252.227-7013. Contractor/manufacturer is GoAhead Software, Inc.,
10900 N.E. 8th Street, Suite 1200, Bellevue, Washington 98004.
If the Commercial Computer Software Restricted rights clause at FAR 52.227-19 or
its successors apply, the Software and Documentation constitute restricted computer
software as defined in that clause and the Government shall not have the
license for published software set forth in subparagraph (c)(3) of that clause.
The Original Code (i) was developed at private expense, and no part of it
was developed with governmental funds; (ii) is a trade secret of GoAhead
(or its licensor(s)) for all purposes of the Freedom of Information Act;
(iii) is "restricted computer software" subject to limited utilization as
provided in the contract between the vendor and the governmental entity;
and (iv) in all respects is proprietary data belonging solely to GoAhead
(or its licensor(s)).
10. Governing Law and Interpretation.
This Agreement shall be interpreted under and governed by the laws of the
State of Washington, without regard to its rules governing the conflict
of laws. You hereby consent to the exclusive jurisdiction of the state
and federal courts located in King County, Washington over any disputes
arising out of related to this Agreement. If any provision of this Agreement
is held illegal or unenforceable by a court or tribunal of competent jurisdiction,
the remaining provisions of this Agreement shall remain in effect and the
invalid provision deemed modified to the least degree necessary to remedy
such invalidity.
11. Entire Agreement.
This Agreement is the complete agreement between GoAhead and You and supersedes all
prior agreements, oral or written, with respect to the subject matter hereof.
If You have any questions concerning this Agreement, You may write to GoAhead Software,
Inc., 10900 N.E. 8th Street, Suite 1200, Bellevue, Washington 98004 or send
e-mail to [email protected].
GoAhead Software Inc., 10900 NE 8th Street, Suite 1200, Bellevue, WA 98004 (425)
453-1900
© 2004 GoAhead Software. All rights reserved. GoAhead is a registered trademark of
GoAhead Software, Inc. SelfReliant and Service Availability are trademarks of
GoAhead Software, Inc. All other brand and product names are trademarks
or registered trademarks of their respective holders.
