IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
Do not use or load software from this site or any associated materials (collectively, the "Software") until you have carefully read the following terms and conditions. By loading or using the Software, you agree to the terms of this Agreement. If you do not wish to so agree, do not install or use the Software.
COPYRIGHT LICENSE. Subject to the terms of this Agreement, Cornelis Networks grants to You a nonexclusive, nontransferable, worldwide, fully paid-up license under Cornelis Networks’ copyrights to:
- Use and copy Software internally for Your own development and maintenance purposes; and
- copy and distribute Software, in object code form only, to Your end-users, only for use with Omni- Path Architecture products, and only under a license agreement with terms at least as restrictive as those contained in Cornelis Networks’ Final, Single User License Agreement, attached as Exhibit A; and
- copy and distribute the end-user documentation which may accompany the Software, but only in association with the Software.
PATENT LICENSE. Subject to the terms of this Agreement, Cornelis Networks grants You a non- exclusive, non- transferable, worldwide patent license under Licensed Patent Claims to make copies of and use the Software solely for the reproduction or use of the Software authorized under the Copyright License. “Licensed Patent Claims" means the claims of Cornelis Networks’ patents that are necessarily and directly infringed by licensed reproduction or use of the Software that is authorized under the Copyright License. Licensed Patent Claims are only those claims which Cornelis Networks can license without paying, or getting the consent of, a third party.
ADDITIONAL RESTRICTIONS AND DISCLAIMERS. You may not disassemble, reverse-engineer, or decompile any Software.
EXCEPT AS PROVIDED IN THIS AGREEMENT, NO OTHER LICENSE, EXPRESS OR IMPLIED, IS GRANTED TO ANY OTHER INTELLECTUAL PROPERTY RIGHTS, BY ESTOPPEL OR OTHERWISE.
The Software is protected by the intellectual property laws of the United States and other countries, and international treaty provisions. An essential basis of the bargain in this Agreement is that no licenses or other rights, including but not limited to patent and copyright licenses or rights, are granted to You by implication, estoppel or otherwise, except for the licenses expressly granted in the preceding paragraphs.
You agree that the consideration provided under this Agreement only covers the licenses expressly granted to You in the preceding paragraphs, that any other rights, including but not limited to additional patent rights, would require an additional license and additional consideration, and that nothing in this Agreement requires or will be treated to require Cornelis Networks to grant any such additional license.
You acknowledge that there are significant uses of the Software in its original, unmodified and uncombined, form. The consideration for the license in this Agreement reflects Cornelis Networks’ continuing right to assert patent claims against any modifications or derivative works (including, without limitation, error corrections and bug fixes) of, or combinations with, the Software that are made by You or third parties that infringe any Cornelis Networks patent claim that is not a Licensed Patent Claim.
If You are not the final manufacturer or vendor of a computer system or software program incorporating the Software, then You may transfer a copy of the Software (and related end-user documentation) to Your recipient for use in accordance with the terms of this Agreement, provided such recipient agrees to be fully bound by the terms hereof. You shall not otherwise assign, sublicense, lease, or in any other way transfer or disclose Software to any third party. You shall not reverse- compile, disassemble or otherwise reverse-engineer the Software.
You may not subject the Software, in whole or in part, to any license obligations of Open Source Software including without limitation combining or distributing the Software with Open Source Software in a manner that subjects the Software or any portion of the Software provided by Cornelis Networks hereunder to any license obligations of such Open Source Software. "Open Source Software" means any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form; or (b) be licensed by the user to third parties for the purpose of making and/or distributing derivative works; or (c) be redistributable at no charge. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models substantially similar to any of the following: (a) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Source License (SISL), (g) the Apache Software license and (h) the Common Public License (CPL).
AUDIT. Cornelis Networks shall have the right to inspect or have an independent auditor inspect Your relevant records to verify Your compliance with the terms and conditions of this Agreement.
CONFIDENTIALITY. The Software includes confidential information of Cornelis Networks. You may not reveal, disclose or distribute the Software in any form, or display or perform it publicly or distribute any product thereof. You may not use the Software or any information relating to the Software except for the purposes stated above. You may only disclose the Software available to Your employees whose duties require such access and who are obligated to maintain the Software in confidence. This obligation of confidentiality shall not apply to information which is shown by contemporaneous documentation to be: (i) rightfully available to the public other than by breach of this Agreement by You; (ii) rightfully received by You from a third party without breach of a duty to Cornelis Networks; (iii) independently developed by Your employees without access to the Software; or (iv) rightfully known to You prior to first receipt from Cornelis Networks. You acknowledge and agree that if You breach these Confidentiality provisions, Cornelis Networks will suffer irreparable harm for which money damages will not be an adequate remedy. You therefore agree that Cornelis Networks will be entitled to an injunction restraining any breach or threatened breach of these Confidentiality provisions without the necessity of proving irreparable harm or posting a bond, in addition to all other rights and remedies at law, in equity and under this Agreement. If You wish to have a third party consultant or subcontractor ("Contractor") perform work on Your behalf which involves access to or use of Software, You shall obtain a written confidentiality agreement from the Contractor which contains terms and obligations with respect to access to or use of Software no less restrictive than those set forth in this Agreement and excluding any distribution rights, and use for any other purpose. Otherwise, You shall not disclose the terms or existence of this Agreement or use Cornelis Networks’ Name in any publications, advertisements, or other announcements without Cornelis Networks’ prior written consent. You do not have any rights to use any Cornelis Networks trademarks or logos.
OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with Cornelis Networks or its suppliers. You may not mortgage, pledge or encumber any of the Software in any way.
The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software.
SUPPORT. Cornelis Networks may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the Software. Cornelis Networks may in its sole discretion offer such services under separate terms at Cornelis Networks’ then- current rates. You may request additional information on Cornelis Networks’ service offerings from a Cornelis Networks sales representative. You agree to be solely responsible to Your End Users for any update or support obligation or other liability which may arise from the distribution of the Software.
EXCLUSION OF OTHER WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Cornelis Networks does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software.
LIMITATION OF LIABILITY. IN NO EVENT SHALL CORNELIS NETWORKS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CORNELIS NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE SOFTWARE LICENSED HEREUNDER IS NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO PERSONAL INJURY OR DEATH. YOU SHALL INDEMNIFY AND HOLD CORNELIS NETWORKS AND THE CORNELIS NETWORKS PARTIES HARMLESS AGAINST ALL CLAIMS, COSTS, DAMAGES, AND EXPENSES, AND REASONABLE ATTORNEY FEES ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE DISTRIBUTION OF THE SOFTWARE AND ANY CLAIM OF PRODUCT LIABILITY, PERSONAL INJURY OR DEATH ASSOCIATED WITH ANY UNINTENDED USE, EVEN IF SUCH CLAIM ALLEGES THAT AN CORNELIS NETWORKS PARTY WAS NEGLIGENT REGARDING THE DESIGN OR MANUFACTURE OF THE SOFTWARE. THE LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CORNELIS NETWORKS AND YOU. CORNELIS NETWORKS WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS.
TERMINATION OF THIS AGREEMENT. Cornelis Networks may terminate this Agreement immediately, upon notice from Cornelis Networks, if You violate its terms. Upon termination, You will immediately destroy the Software (including providing certification of such destruction back to Cornelis Networks) or return all copies of the Software to Cornelis Networks. In the event of termination of this Agreement, all licenses granted to You hereunder shall immediately terminate, except for licenses that you have previously distributed to Your end-users pursuant to the license grant above.
APPLICABLE LAWS. Any claims arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Delaware or federal courts located in Delaware, without regard to principles of conflict of laws. Each Party hereby agrees to jurisdiction and venue in the courts of the State of California for all disputes and litigation arising under or relating to this Agreement. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The Parties consent to the personal jurisdiction of the above courts.
EXPORT REGULATIONS / EXPORT CONTROL. You shall not export, either directly or indirectly, any product, service or technical data or system incorporating such items without first obtaining any required license or other approval from the U. S. Department of Commerce or any other agency
or department of the United States Government. In the event any product is exported from the United States or re-exported from a foreign destination by You, You shall ensure that the distribution and export/re- export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. You agree that neither you nor any of your subsidiaries will export/re-export any technical data, process, product, or service, directly or indirectly, to any country for which the United States government or any agency thereof or the foreign government from where it is shipping requires an export license, or other governmental approval, without first obtaining such license or approval.
GOVERNMENT RESTRICTED RIGHTS. The Software is a "commercial item" as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, You will provide the Software to the U.S. Government as an End User only pursuant to the terms and conditions therein. Contractor or Manufacturer is Cornelis Networks, Inc., 1500 Liberty Ridge Drive, Suite 100, Wayne, PA 19087.
ASSIGNMENT. You may not delegate, assign or transfer this Agreement, the license(s) granted or any of Your rights or duties hereunder, expressly, by implication, by operation of law, by way of merger (regardless of whether You are the surviving entity) or acquisition, or otherwise and any attempt to do so, without Cornelis Networks’ express prior written consent, shall be null and void. Cornelis Networks may assign this Agreement, and its rights and obligations hereunder, in its sole discretion.
ENTIRE AGREEMENT. The terms and conditions of this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and merges and supersedes all prior, contemporaneous agreements, understandings, negotiations and discussions. Neither of the parties hereto shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the subject matter hereof other than as expressly provided for herein. Cornelis Networks is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Cornelis Networks. Without limiting the foregoing, terms and conditions on any purchase orders or similar materials submitted by You to Cornelis Networks, and any terms contained in Cornelis Networks’ standard acknowledgment form that are in conflict with these terms, shall be of no force or effect.
NO AGENCY. Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties.
SEVERABILITY. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
WAIVER. A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. No waiver of any provision of this Agreement will be valid unless in writing, specifying the provision to be waived, and signed by the party agreeing to the waiver.
EXHIBIT A EULA: CORNELIS NETWORKS SOFTWARE LICENSE AGREEMENT (Single User)
IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING.
Do not use or load software from this site or any associated materials (collectively, the "Software") until you have carefully read the following terms and conditions. By loading or using the Software, you agree to the terms of this Agreement. If you do not wish to so agree, do not install or use the Software.
LICENSE. You may copy the Software onto a single computer for your personal, or internal business purpose use, and you may make one back-up copy of the Software, subject to these conditions:
- You may not copy, modify, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement, and you agree to prevent unauthorized copying of the Software.
- You may not reverse engineer, decompile, or disassemble the Software.
- You may not sublicense or permit simultaneous use of the Software by more than one user.
- The Software may contain the software or other property of third party suppliers, some of which may be identified in, and licensed in accordance with, any enclosed “license.txt” file or other text or file.
OWNERSHIP OF SOFTWARE AND COPYRIGHTS. Title to all copies of the Software remains with Cornelis Networks or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. Cornelis Networks may make changes to the Software, or to items referenced therein, at any time without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided, Cornelis Networks grants no express or implied right under Cornelis Networks patents, copyrights, trademarks, or other intellectual property rights. You may transfer the Software only if the recipient agrees to be fully bound by these terms and if you retain no copies of the Software.
EXCLUSION OF OTHER WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Cornelis Networks does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software.
LIMITATION OF LIABILITY. IN NO EVENT SHALL CORNELIS NETWORKS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CORNELIS NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
TERMINATION OF THIS AGREEMENT. Cornelis Networks may terminate this Agreement at any time if you violate its terms. Upon termination, you will immediately destroy the Software or return all copies of the Software to Cornelis Networks.
APPLICABLE LAWS. Claims arising under this Agreement shall be governed by the laws of Delaware, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. You may not export the Software in violation of applicable export laws and regulations. Cornelis Networks is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Cornelis Networks.
GOVERNMENT RESTRICTED RIGHTS. The Software is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Software by the Government constitutes acknowledgment of Cornelis Networks’ proprietary rights therein. Contractor or Manufacturer is Cornelis Networks, Inc., 1500 Liberty Ridge Drive, Suite 100, Wayne, PA 19087.