Permalink
Fetching contributors…
Cannot retrieve contributors at this time
Copyright (c) 2013-2014 StrongLoop, Inc. | |
loopback-component-passport uses a 'dual license' model. Users may use | |
loopback-component-passport under the terms of the Artistic 2.0 license, or under | |
the StrongLoop License. The text of both is included below. | |
Artistic License 2.0 | |
Copyright (c) 2000-2006, The Perl Foundation. | |
Everyone is permitted to copy and distribute verbatim copies | |
of this license document, but changing it is not allowed. | |
Preamble | |
This license establishes the terms under which a given free software | |
Package may be copied, modified, distributed, and/or redistributed. | |
The intent is that the Copyright Holder maintains some artistic | |
control over the development of that Package while still keeping the | |
Package available as open source and free software. | |
You are always permitted to make arrangements wholly outside of this | |
license directly with the Copyright Holder of a given Package. If the | |
terms of this license do not permit the full use that you propose to | |
make of the Package, you should contact the Copyright Holder and seek | |
a different licensing arrangement. | |
Definitions | |
"Copyright Holder" means the individual(s) or organization(s) | |
named in the copyright notice for the entire Package. | |
"Contributor" means any party that has contributed code or other | |
material to the Package, in accordance with the Copyright Holder's | |
procedures. | |
"You" and "your" means any person who would like to copy, | |
distribute, or modify the Package. | |
"Package" means the collection of files distributed by the | |
Copyright Holder, and derivatives of that collection and/or of | |
those files. A given Package may consist of either the Standard | |
Version, or a Modified Version. | |
"Distribute" means providing a copy of the Package or making it | |
accessible to anyone else, or in the case of a company or | |
organization, to others outside of your company or organization. | |
"Distributor Fee" means any fee that you charge for Distributing | |
this Package or providing support for this Package to another | |
party. It does not mean licensing fees. | |
"Standard Version" refers to the Package if it has not been | |
modified, or has been modified only in ways explicitly requested | |
by the Copyright Holder. | |
"Modified Version" means the Package, if it has been changed, and | |
such changes were not explicitly requested by the Copyright | |
Holder. | |
"Original License" means this Artistic License as Distributed with | |
the Standard Version of the Package, in its current version or as | |
it may be modified by The Perl Foundation in the future. | |
"Source" form means the source code, documentation source, and | |
configuration files for the Package. | |
"Compiled" form means the compiled bytecode, object code, binary, | |
or any other form resulting from mechanical transformation or | |
translation of the Source form. | |
Permission for Use and Modification Without Distribution | |
(1) You are permitted to use the Standard Version and create and use | |
Modified Versions for any purpose without restriction, provided that | |
you do not Distribute the Modified Version. | |
Permissions for Redistribution of the Standard Version | |
(2) You may Distribute verbatim copies of the Source form of the | |
Standard Version of this Package in any medium without restriction, | |
either gratis or for a Distributor Fee, provided that you duplicate | |
all of the original copyright notices and associated disclaimers. At | |
your discretion, such verbatim copies may or may not include a | |
Compiled form of the Package. | |
(3) You may apply any bug fixes, portability changes, and other | |
modifications made available from the Copyright Holder. The resulting | |
Package will still be considered the Standard Version, and as such | |
will be subject to the Original License. | |
Distribution of Modified Versions of the Package as Source | |
(4) You may Distribute your Modified Version as Source (either gratis | |
or for a Distributor Fee, and with or without a Compiled form of the | |
Modified Version) provided that you clearly document how it differs | |
from the Standard Version, including, but not limited to, documenting | |
any non-standard features, executables, or modules, and provided that | |
you do at least ONE of the following: | |
(a) make the Modified Version available to the Copyright Holder | |
of the Standard Version, under the Original License, so that the | |
Copyright Holder may include your modifications in the Standard | |
Version. | |
(b) ensure that installation of your Modified Version does not | |
prevent the user installing or running the Standard Version. In | |
addition, the Modified Version must bear a name that is different | |
from the name of the Standard Version. | |
(c) allow anyone who receives a copy of the Modified Version to | |
make the Source form of the Modified Version available to others | |
under | |
(i) the Original License or | |
(ii) a license that permits the licensee to freely copy, | |
modify and redistribute the Modified Version using the same | |
licensing terms that apply to the copy that the licensee | |
received, and requires that the Source form of the Modified | |
Version, and of any works derived from it, be made freely | |
available in that license fees are prohibited but Distributor | |
Fees are allowed. | |
Distribution of Compiled Forms of the Standard Version | |
or Modified Versions without the Source | |
(5) You may Distribute Compiled forms of the Standard Version without | |
the Source, provided that you include complete instructions on how to | |
get the Source of the Standard Version. Such instructions must be | |
valid at the time of your distribution. If these instructions, at any | |
time while you are carrying out such distribution, become invalid, you | |
must provide new instructions on demand or cease further distribution. | |
If you provide valid instructions or cease distribution within thirty | |
days after you become aware that the instructions are invalid, then | |
you do not forfeit any of your rights under this license. | |
(6) You may Distribute a Modified Version in Compiled form without | |
the Source, provided that you comply with Section 4 with respect to | |
the Source of the Modified Version. | |
Aggregating or Linking the Package | |
(7) You may aggregate the Package (either the Standard Version or | |
Modified Version) with other packages and Distribute the resulting | |
aggregation provided that you do not charge a licensing fee for the | |
Package. Distributor Fees are permitted, and licensing fees for other | |
components in the aggregation are permitted. The terms of this license | |
apply to the use and Distribution of the Standard or Modified Versions | |
as included in the aggregation. | |
(8) You are permitted to link Modified and Standard Versions with | |
other works, to embed the Package in a larger work of your own, or to | |
build stand-alone binary or bytecode versions of applications that | |
include the Package, and Distribute the result without restriction, | |
provided the result does not expose a direct interface to the Package. | |
Items That are Not Considered Part of a Modified Version | |
(9) Works (including, but not limited to, modules and scripts) that | |
merely extend or make use of the Package, do not, by themselves, cause | |
the Package to be a Modified Version. In addition, such works are not | |
considered parts of the Package itself, and are not subject to the | |
terms of this license. | |
General Provisions | |
(10) Any use, modification, and distribution of the Standard or | |
Modified Versions is governed by this Artistic License. By using, | |
modifying or distributing the Package, you accept this license. Do not | |
use, modify, or distribute the Package, if you do not accept this | |
license. | |
(11) If your Modified Version has been derived from a Modified | |
Version made by someone other than you, you are nevertheless required | |
to ensure that your Modified Version complies with the requirements of | |
this license. | |
(12) This license does not grant you the right to use any trademark, | |
service mark, tradename, or logo of the Copyright Holder. | |
(13) This license includes the non-exclusive, worldwide, | |
free-of-charge patent license to make, have made, use, offer to sell, | |
sell, import and otherwise transfer the Package with respect to any | |
patent claims licensable by the Copyright Holder that are necessarily | |
infringed by the Package. If you institute patent litigation | |
(including a cross-claim or counterclaim) against any party alleging | |
that the Package constitutes direct or contributory patent | |
infringement, then this Artistic License to you shall terminate on the | |
date that such litigation is filed. | |
(14) Disclaimer of Warranty: | |
THE PACKAGE IS PROVIDED BY THE COPYRIGHT HOLDER AND CONTRIBUTORS "AS | |
IS' AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. THE IMPLIED | |
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR | |
NON-INFRINGEMENT ARE DISCLAIMED TO THE EXTENT PERMITTED BY YOUR LOCAL | |
LAW. UNLESS REQUIRED BY LAW, NO COPYRIGHT HOLDER OR CONTRIBUTOR WILL | |
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL | |
DAMAGES ARISING IN ANY WAY OUT OF THE USE OF THE PACKAGE, EVEN IF | |
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. | |
StrongLoop License | |
STRONGLOOP SUBSCRIPTION AGREEMENT | |
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU AGREE TO THESE TERMS. IF YOU | |
ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE | |
AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT | |
AGREE TO THESE TERMS, YOU SHOULD NOT AGREE TO THE TERMS OF THIS AGREEMENT OR | |
INSTALL OR USE THE SOFTWARE. | |
This StrongLoop Subscription Agreement ("Agreement") is made by and between | |
StrongLoop, Inc. ("StrongLoop") with its principal place of business at 107 S. | |
B St, Suite 220, San Mateo, CA 94401 and the person or entity entering into this | |
Agreement ("Customer"). The effective date ("Effective Date") of this Agreement | |
is the date Customer agrees to these terms or installs or uses the Software (as | |
defined below). This Agreement applies to Customer's use of the Software but it | |
shall be superseded by any signed agreement between you and StrongLoop | |
concerning the Software. | |
1. Subscriptions and Licenses. | |
1.1 Subscriptions. StrongLoop offers five different subscription levels to its | |
customers, each as more particularly described on StrongLoop's website located | |
at www.strongloop.com (the "StrongLoop Site"): (1) Free; (2) Developer; (3) | |
Professional; (4) Gold; and (5) Platinum. The actual subscription level | |
applicable to Customer (the "Subscription") will be specified in the purchase | |
order that Customer issues to StrongLoop. This Agreement applies to Customer | |
regardless of the level of the Subscription selected by Customer and whether or | |
not Customer upgrades or downgrades its Subscription. StrongLoop hereby agrees | |
to provide the services as described on the StrongLoop Site for each | |
Subscription level during the term for which Customer has purchased the | |
applicable Subscription, subject to Customer paying the fees applicable to the | |
Subscription level purchased, if any (the "Subscription Fees"). StrongLoop may | |
modify the services to be provided under any Subscription upon notice to | |
Customer. | |
1.2 License Grant. Subject to the terms and conditions of this Agreement, | |
StrongLoop grants to Customer, during the Subscription Term (as defined in | |
Section 7.1 (Term and Termination) of this Agreement, a limited, non-exclusive, | |
non-transferable right and license, to install and use the StrongLoop Suite | |
software (the "Software") and the documentation made available electronically as | |
part of the Software (the "Documentation"), either of which may be modified | |
during the Term (as defined in Section 7.1 below), solely for development, | |
production and commercial purposes so long as Customer is using the Software to | |
run only one process on a given operating system at a time. This Agreement, | |
including but not limited to the license and restrictions contained herein, | |
apply to Customer regardless of whether Customer accesses the Software via | |
download from the StrongLoop Site or through a third-party website or service, | |
even if Customer acquired the Software prior to agreeing to this Agreement. | |
1.3 License Restrictions. Customer shall not itself, or through any parent, | |
subsidiary, affiliate, agent or other third party: | |
1.3.1 sell, lease, license, distribute, sublicense or otherwise transfer | |
in whole or in part, any Software or the Documentation to a third party; | |
or | |
1.3.2 decompile, disassemble, translate, reverse engineer or otherwise | |
attempt to derive source code from the Software, in whole or in part, nor | |
shall Customer use any mechanical, electronic or other method to trace, | |
decompile, disassemble, or identify the source code of the Software or | |
encourage others to do so, except to the limited extent, if any, that | |
applicable law permits such acts notwithstanding any contractual | |
prohibitions, provided, however, before Customer exercises any rights that | |
Customer believes to be entitled to based on mandatory law, Customer shall | |
provide StrongLoop with thirty (30) days prior written notice and provide | |
all reasonably requested information to allow StrongLoop to assess | |
Customer's claim and, at StrongLoop's sole discretion, to provide | |
alternatives that reduce any adverse impact on StrongLoop's intellectual | |
property or other rights; or | |
1.3.3 allow access or permit use of the Software by any users other than | |
Customer's employees or authorized third-party contractors who are | |
providing services to Customer and agree in writing to abide by the terms | |
of this Agreement, provided further that Customer shall be liable for any | |
failure by such employees and third-party contractors to comply with the | |
terms of this Agreement and no usage restrictions, if any, shall be | |
exceeded; or | |
1.3.4 create, develop, license, install, use, or deploy any third party | |
software or services to circumvent or provide access, permissions or | |
rights which violate the license keys embedded within the Software; or | |
1.3.5 modify or create derivative works based upon the Software or | |
Documentation; or disclose the results of any benchmark test of the | |
Software to any third party without StrongLoop's prior written approval; | |
or | |
1.3.6 change any proprietary rights notices which appear in the Software | |
or Documentation; or | |
1.3.7 use the Software as part of a time sharing or service bureau | |
purposes or in any other resale capacity. | |
1.4 Third-Party Software. The Software may include individual certain software | |
that is owned by third parties, including individual open source software | |
components (the "Third-Party Software"), each of which has its own copyright and | |
its own applicable license conditions. Such third-party software is licensed to | |
Customer under the terms of the applicable third-party licenses and/or copyright | |
notices that can be found in the LICENSES file, the Documentation or other | |
materials accompanying the Software, except that Sections 5 (Warranty | |
Disclaimer) and 6 (Limitation of Liability) also govern Customer's use of the | |
third-party software. Customer agrees to comply with the terms and conditions | |
of the relevant third-party software licenses. | |
2. Support Services. StrongLoop has no obligation to provide any support for | |
the Software other than the support services specifically described on the | |
StrongLoop Site for the Subscription level procured by Customer. However, | |
StrongLoop has endeavored to establish a community of users of the Software who | |
have provided their own feedback, hints and advice regarding their experiences | |
in using the Software. You can find that community and user feedback on the | |
StrongLoop Site. The use of any information, content or other materials from, | |
contained in or on the StrongLoop Site are subject to the StrongLoop website | |
terms of use located here http://www.strongloop.com/terms-of-service. | |
3. Confidentiality. For purposes of this Agreement, "Confidential Information" | |
means any and all information or proprietary materials (in every form and media) | |
not generally known in the relevant trade or industry and which has been or is | |
hereafter disclosed or made available by StrongLoop to Customer in connection | |
with the transactions contemplated under this Agreement, including (i) all trade | |
secrets, (ii) existing or contemplated Software, services, designs, technology, | |
processes, technical data, engineering, techniques, methodologies and concepts | |
and any related information, and (iii) information relating to business plans, | |
sales or marketing methods and customer lists or requirements. For a period of | |
five (5) years from the date of disclosure of the applicable Confidential | |
Information, Customer shall (i) hold the Confidential Information in trust and | |
confidence and avoid the disclosure or release thereof to any other person or | |
entity by using the same degree of care as it uses to avoid unauthorized use, | |
disclosure, or dissemination of its own Confidential Information of a similar | |
nature, but not less than reasonable care, and (ii) not use the Confidential | |
Information for any purpose whatsoever except as expressly contemplated under | |
this Agreement; provided that, to the extent the Confidential Information | |
constitutes a trade secret under law, Customer agrees to protect such | |
information for so long as it qualifies as a trade secret under applicable law. | |
Customer shall disclose the Confidential Information only to those of its | |
employees and contractors having a need to know such Confidential Information | |
and shall take all reasonable precautions to ensure that such employees and | |
contractors comply with the provisions of this Section. The obligations of | |
Customer under this Section shall not apply to information that Customer can | |
demonstrate (i) was in its possession at the time of disclosure and without | |
restriction as to confidentiality, (ii) at the time of disclosure is generally | |
available to the public or after disclosure becomes generally available to the | |
public through no breach of agreement or other wrongful act by Customer, (iii) | |
has been received from a third party without restriction on disclosure and | |
without breach of agreement by Customer, or (iv) is independently developed by | |
Customer without regard to the Confidential Information. In addition, Customer | |
may disclose Confidential Information as required to comply with binding orders | |
of governmental entities that have jurisdiction over it; provided that Customer | |
gives StrongLoop reasonable written notice to allow StrongLoop to seek a | |
protective order or other appropriate remedy, discloses only such Confidential | |
Information as is required by the governmental entity, and uses commercially | |
reasonable efforts to obtain confidential treatment for any Confidential | |
Information disclosed. Notwithstanding the above, Customer agrees that | |
StrongLoop, its employees and agents shall be free to use and employ their | |
general skills, know-how, and expertise, and to use, disclose, and employ any | |
generalized ideas, concepts, know-how, methods, techniques or skills gained or | |
learned during the Term or thereafter. | |
4. Ownership. StrongLoop shall retain all intellectual property and proprietary | |
rights in the Software, Documentation, and related works, including but not | |
limited to any derivative work of the foregoing and StrongLoop's licensors shall | |
retain all intellectual property and proprietary rights in any Third-Party | |
Software that may be provided with or as a part of the Software. Customer shall | |
do nothing inconsistent with StrongLoop's or its licensors' title to the | |
Software and the intellectual property rights embodied therein, including, but | |
not limited to, transferring, loaning, selling, assigning, pledging, or | |
otherwise disposing, encumbering, or suffering a lien or encumbrance upon or | |
against any interest in the Software. The Software (including any Third-Party | |
Software) contain copyrighted material, trade secrets and other proprietary | |
material of StrongLoop and/or its licensors. | |
5. Warranty Disclaimer. THE SOFTWARE (INCLUDING ANY THIRD-PARTY SOFTWARE) AND | |
DOCUMENTATION MADE AVAILABLE TO CUSTOMER ARE PROVIDED "AS-IS" AND STRONGLOOP, | |
ON BEHALF OF ITSELF AND ITS LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY | |
KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES | |
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, | |
PERFORMANCE, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, | |
COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. STRONGLOOP DOES | |
NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR | |
ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE | |
WILL PROVIDE OR ENSURE ANY PARTICULAR RESULTS OR OUTCOME. NO ORAL OR WRITTEN | |
INFORMATION OR ADVICE GIVEN BY STRONGLOOP OR ITS AUTHORIZED REPRESENTATIVES | |
SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. | |
STRONGLOOP IS NOT OBLIGATED TO PROVIDE CUSTOMER WITH UPGRADES TO THE SOFTWARE, | |
BUT MAY ELECT TO DO SO IN ITS SOLE DISCRETION. SOME JURISDICTIONS DO NOT ALLOW | |
THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO | |
CUSTOMER.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE | |
SOFTWARE AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN | |
THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR | |
FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS | |
SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS. | |
6. Limitation of Liability. | |
6.1 Exclusion of Liability. IN NO EVENT WILL STRONGLOOP OR ITS LICENSORS | |
BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, RELIANCE, PUNITIVE, | |
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND | |
HOWEVER CAUSED (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF | |
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND | |
THE LIKE), EVEN IF STRONGLOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH | |
DAMAGES. CUSTOMER BEARS FULL RESPONSIBILITY FOR USE OF THE SOFTWARE AND | |
THE SUBSCRIPTION AND STRONGLOOP DOES NOT GUARANTEE THAT THE USE OF THE | |
SOFTWARE AND SUBSCRIPTION WILL ENSURE THAT CUSTOMER'S NETWORK WILL BE | |
AVAILABLE, SECURE, MONITORED OR PROTECTED AGAINST ANY DOWNTIME, DENIAL OF | |
SERVICE ATTACKS, SECUITY BREACHES, HACKERS AND THE LIKE. IN NO EVENT WILL | |
STRONGLOOP'S CUMULATIVE LIABILITY FOR ANY DAMAGES, LOSSES AND CAUSES OF | |
ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) | |
ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF ONE | |
HUNDRED DOLLARS (US$100) OR THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER | |
TO STRONGLOOP IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM | |
ARISES. | |
6.2 Limitation of Damages. IN NO EVENT WILL STRONGLOOP'S LICENSORS HAVE | |
ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT. | |
THE PROVISIONS OF THIS SECTION 6 ALLOCATE RISKS UNDER THIS AGREEMENT | |
BETWEEN CUSTOMER, STRONGLOOP AND STRONGLOOP'S SUPPLIERS. THE FOREGOING | |
LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT | |
PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL | |
PURPOSE. | |
6.3 Failure of Essential Purpose. THE PARTIES AGREE THAT THESE | |
LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY | |
SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. | |
6.4 Allocation of Risk. The sections on limitation of liability and | |
disclaimer of warranties allocate the risks in the Agreement between the | |
parties. This allocation is an essential element of the basis of the | |
bargain between the parties. | |
7. Term and Termination. | |
7.1 This Agreement shall commence on the Effective Date and continue for so long | |
as Customer has a valid Subscription and is current on the payment of any | |
Subscription Fees required to be paid for that Subscription (the "Subscription | |
Term"). Either party may terminate this Agreement immediately upon written | |
notice to the other party, and the Subscription and licenses granted hereunder | |
automatically terminate upon the termination of this Agreement. This Agreement | |
will terminate immediately without notice from StrongLoop if Customer fails to | |
comply with or otherwise breaches any provision of this Agreement. | |
7.2 All Sections other than Section 1.1 (Subscriptions) and 1.2 (Licenses) shall | |
survive the expiration or termination of this Agreement. | |
8. Subscription Fees and Payments. StrongLoop, Customer agrees to pay | |
StrongLoop the Subscription Fees as described on the StrongLoop Site for the | |
Subscription purchased unless a different amount has been agreed to in a | |
separate agreement between Customer and StrongLoop. In addition, Customer shall | |
pay all sales, use, value added, withholding, excise taxes and other tax, duty, | |
custom and similar fees levied upon the delivery or use of the Software and the | |
Subscriptions described in this Agreement. Fees shall be invoiced in full upon | |
StrongLoop's acceptance of Customer's purchase order for the Subscription. All | |
invoices shall be paid in US dollars and are due upon receipt and shall be paid | |
within thirty (30) days. Payments shall be made without right of set-off or | |
chargeback. If Customer does not pay the invoices when due, StrongLoop may | |
charge interest at one percent (1%) per month or the highest rate permitted by | |
law, whichever is lower, on the unpaid balance from the original due date. If | |
Customer fails to pay fees in accordance with this Section, StrongLoop may | |
suspend fulfilling its obligations under this Agreement (including but not | |
limited to suspending the services under the Subscription) until payment is | |
received by StrongLoop. If any applicable law requires Customer to withhold | |
amounts from any payments to StrongLoop under this Agreement, (a) Customer shall | |
effect such withholding, remit such amounts to the appropriate taxing | |
authorities and promptly furnish StrongLoop with tax receipts evidencing the | |
payments of such amounts and (b) the sum payable by Customer upon which the | |
deduction or withholding is based shall be increased to the extent necessary to | |
ensure that, after such deduction or withholding, StrongLoop receives and | |
retains, free from liability for such deduction or withholding, a net amount | |
equal to the amount StrongLoop would have received and retained absent the | |
required deduction or withholding. | |
9. General. | |
9.1 Compliance with Laws. Customer shall abide by all local, state, federal and | |
international laws, rules, regulations and orders applying to Customer's use of | |
the Software, including, without limitation, the laws and regulations of the | |
United States that may restrict the export and re-export of certain commodities | |
and technical data of United States origin, including the Software. Customer | |
agrees that it will not export or re-export the Software without the appropriate | |
United States or foreign government licenses. | |
9.2 Entire Agreement. This Agreement constitutes the entire agreement between | |
the parties concerning the subject matter hereof. This Agreement supersedes all | |
prior or contemporaneous discussions, proposals and agreements between the | |
parties relating to the subject matter hereof. No amendment, modification or | |
waiver of any provision of this Agreement shall be effective unless in writing | |
and signed by both parties. Any additional or different terms on any purchase | |
orders issued by Customer to StrongLoop shall not be binding on either party, | |
are hereby rejected by StrongLoop and void. | |
9.3 Severability. If any provision of this Agreement is held to be invalid or | |
unenforceable, the remaining portions shall remain in full force and effect and | |
such provision shall be enforced to the maximum extent possible so as to effect | |
the intent of the parties and shall be reformed to the extent necessary to make | |
such provision valid and enforceable. | |
9.4 Waiver. No waiver of rights by either party may be implied from any actions | |
or failures to enforce rights under this Agreement. | |
9.5 Force Majeure. Neither party shall be liable to the other for any delay or | |
failure to perform due to causes beyond its reasonable control (excluding | |
payment of monies due). | |
9.6 No Third Party Beneficiaries. Unless otherwise specifically stated, the | |
terms of this Agreement are intended to be and are solely for the benefit of | |
StrongLoop and Customer and do not create any right in favor of any third party. | |
9.7 Governing Law and Jurisdiction. This Agreement shall be governed by the | |
laws of the State of California, without reference to the principles of | |
conflicts of law. The provisions of the Uniform Computerized Information | |
Transaction Act and United Nations Convention on Contracts for the International | |
Sale of Goods shall not apply to this Agreement. The parties shall attempt to | |
resolve any dispute related to this Agreement informally, initially through | |
their respective management, and then by non-binding mediation in San Francisco | |
County, California. Any litigation related to this Agreement shall be brought | |
in the state or federal courts located in San Francisco County, California, and | |
only in those courts and each party irrevocably waives any objections to such | |
venue. | |
9.8 Notices. All notices must be in writing and shall be effective three (3) | |
days after the date sent to the other party's headquarters, Attention Chief | |
Financial Officer. |