SOURCE CODE AGREEMENT
Version 1.2D
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.
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.
"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.
"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.
"Capsule" means a computer file containing the exact same contents
as the computer file having the name graphviz*.* or gviz*.*, which
will be downloaded after accepting, or was opened to access, this
Agreement.
"Derived Product" means a Software Product which is a derivative
work of the Source Code.
"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.
"Patch" means Software for changing all or any portion of the Source
Code.
"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.
� AT&T Corp. All rights reserved. AT&T is a registered trademark of
AT&T Corp."
"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.
"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.
"Source Code" means the Software contained in compressed form in the
Capsule.
"Website" means the Internet website having the URL
[1]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.
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").
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. Display, perform, use, and 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,
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.
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.
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.
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 [2]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.
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.
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.
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.
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.
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.
Appendix A - Minimum Terms
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 named graphviz-*.* or gviz*.* containing the source code
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
References
1. http://www.research.att.com/sw/tools/graphviz
2. http://www.research.att.com/sw/tools/graphviz/license/minterms.html
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