OCTEON SDK License Type 2:
License Grant. Subject to the terms and conditions of this Agreement, Cavium grants you a nonexclusive, non-transferable, worldwide, fully-paid and royalty-free license to
(a) install, reproduce, and execute the executable version of the Software solely for your internal use and only (a) on hardware manufactured by Cavium, or (b) software of Cavium that simulates Cavium hardware; (b) create derivative works of any portions of the Software provided to you by Cavium in source code form, which portions enable features of the Cavium hardware products you or your licensees are entitled to use, provided that any such derivative works must be used only (a) on hardware manufactured by Cavium, or (b) software of Cavium that simulates Cavium hardware; and
(c) distribute derivative works you created in accordance with clause (b) above, only in executable form and only if such distribution (i) reproduces the copyright notice that can be found at the very end of this Agreement and (ii) is pursuant to a binding license agreement that contains terms no less restrictive and no less protective of Cavium than this Agreement. You will immediately notify Cavium if you become aware of any breach of any such license agreement.
Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: Except as expressly set forth in this Agreement (a) you will not license, sell, rent, lease, transfer, assign, display, host, outsource, disclose or otherwise commercially exploit or make the Software, or any derivatives you create under this Agreement, available to any third party; (b) you will not modify or create derivative works of any part of the Software; (c) you will not access or use the Software in order to create similar or competitive products, components, or services; and (d), no part of the Software may be copied (except for the making of a single archival copy), reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
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Ownership. You acknowledge and agree that, subject to the license grant contained in this Agreement and as between you and Cavium (a) Cavium owns all copies of and intellectual property rights to the Software, however made, and retains all rights in and to the Software, including all intellectual property rights therein, and (b) you own all the derivate works of the Software created by you under this Agreement, subject to Cavium?s rights in the Software. There are no implied licenses under this Agreement, and any rights not expressly granted to your hereunder are reserved by Cavium. You will not, at any time, contest anywhere in the world Cavium?s ownership of the intellectual property rights in and to the Software.
Disclaimer of Warranties. THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN ?AS-IS? BASIS. CAVIUM PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE SOFTWARE. CAVIUM AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE
SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT. CAVIUM DOES NOT WARRANT THAT THE SOFTWARE AND THE USE THEREOF WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE
SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DOWNLOAD OR FIRST USE, WHICHEVER COMES FIRST.
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Limitation of Liability. NEITHER CAVIUM NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. CAVIUM?S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE GREATER OF FIFTY U.S. DOLLARS (U.S.$50.00) OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED THE DAMAGE. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Basis of Bargain. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between Cavium and you. Cavium would not provide the Software without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Cavium and Cavium?’suppliers.
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Term and Termination. This Agreement and the licenses granted hereunder are effective on the date you accept the terms of this Agreement, download the Software, or use the Software, whichever comes first, and shall continue unless this Agreement is terminated pursuant to this section. This
Agreement immediately terminates in the event that you materially breach any of the terms hereof. You may terminate this Agreement at any time, with or without cause, by destroying any copies of the Software in your possession. Upon termination, the license granted hereunder shall
terminate but the Sections titled ?Restrictions?, ?Ownership?, ?Disclaimer of Warranties?, ?Limitation of Liability?, ?Basis of Bargain?, ?Term and Termination?, ?Export?, and ?Miscellaneous? will remain in effect. Export. The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledges that you have the responsibility to obtain authorization to export, re-export, or import the Software and related technology, as may be required. You will indemnify and hold Cavium harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney?s fees) arising from or relating to any breach by you of your obligations under this section. Your obligations under this section shall survive the expiration or termination of this Agreement.
Program Documentation – License Document
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Miscellaneous. Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any conflicts of laws provisions that would require
application of the laws of another jurisdiction. Any action under or relating to this Agreement shall be brought in the state and federal courts located in California, with venue in the courts located in Santa Clara County and each party hereby submits to the personal jurisdiction of such courts; provided, however, that nothing herein will operate to prohibit or restrict Cavium from filing for and obtaining injunctive relief from any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to you may be provided by email. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous, agreements, understandings and
communications between the parties, whether written or oral, pertaining to the subject matter hereof. Any modifications of this Agreement must be in writing and agreed to by both parties.
Copyright (c) 2003-2009, Cavium Networks. All rights reserved.