1 | License Agreement |
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2 | |
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3 | THIS LICENSE ALLOWS ONLY THE LIMITED USE OF GO AHEAD SOFTWARE, |
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4 | INC. PROPRIETARY CODE. PLEASE CAREFULLY READ THIS AGREEMENT AS IT |
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5 | PERTAINS TO THIS LICENSE, YOU CERTIFY THAT YOU WILL USE THE SOFTWARE |
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6 | ONLY IN THE MANNER PERMITTED HEREIN. |
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7 | |
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8 | 1. Definitions. |
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9 | |
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10 | 1.1 "Documentation" means any documentation GoAhead includes with the |
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11 | Original Code. |
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12 | |
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13 | 1.2 "GoAhead" means Go Ahead Software, Inc. |
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14 | |
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15 | 1.3 "Intellectual Property Rights" means all rights, whether now existing |
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16 | or hereinafter acquired, in and to trade secrets, patents, copyrights, |
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17 | trademarks, know-how, as well as moral rights and similar rights of any |
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18 | type under the laws of any governmental authority, domestic or foreign, |
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19 | including rights in and to all applications and registrations relating |
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20 | to any of the foregoing. |
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21 | |
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22 | 1.4 "License" or "Agreement" means this document. |
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23 | |
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24 | 1.5 "Modifications" means any addition to or deletion from the substance |
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25 | or structure of either the Original Code or any previous Modifications. |
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26 | |
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27 | 1.6 "Original Code" means the Source Code to GoAheads proprietary |
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28 | computer software entitled GoAhead WebServer. |
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29 | |
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30 | 1.7 "Response Header" means the first portion of the response message |
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31 | output by the GoAhead WebServer, containing but not limited to, header |
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32 | fields for date, content-type, server identification and cache control. |
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33 | |
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34 | 1.8 "Server Identification Field" means the field in the Response Header |
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35 | which contains the text "Server: GoAhead-Webs". |
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36 | |
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37 | 1.9 "You" means an individual or a legal entity exercising rights under, |
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38 | and complying with all of the terms of, this license or a future version |
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39 | of this license. For legal entities, "You" includes any entity which |
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40 | controls, is controlled by, or is under common control with You. For |
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41 | purposes of this definition, "control" means (a) the power, direct or |
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42 | indirect, to cause the direction or management of such entity, whether |
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43 | by contract or otherwise, or (b) ownership of fifty percent (50%) or |
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44 | more of the outstanding shares or beneficial ownership of such entity. |
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45 | |
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46 | 2. Source Code License. |
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47 | |
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48 | 2.1 Limited Source Code Grant. |
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49 | |
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50 | GoAhead hereby grants You a world-wide, royalty-free, non-exclusive |
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51 | license, subject to third party intellectual property claims, to use, |
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52 | reproduce, modify, copy and distribute the Original Code. |
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53 | |
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54 | 2.2 Binary Code. |
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55 | |
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56 | GoAhead hereby grants You a world-wide, royalty-free, non-exclusive |
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57 | license to copy and distribute the binary code versions of the Original |
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58 | Code together with Your Modifications. |
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59 | |
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60 | 2.3 License Back to GoAhead. |
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61 | |
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62 | You hereby grant in both source code and binary code to GoAhead a |
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63 | world-wide, royalty-free, non-exclusive license to copy, modify, display, |
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64 | use and sublicense any Modifications You make that are distributed or |
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65 | planned for distribution. Within 30 days of either such event, You |
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66 | agree to ship to GoAhead a file containing the Modifications (in a media |
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67 | to be determined by the parties), including any programmers notes and |
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68 | other programmers materials. Additionally, You will provide to GoAhead |
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69 | a complete description of the product, the product code or model number, |
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70 | the date on which the product is initially shipped, and a contact name, |
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71 | phone number and e-mail address for future correspondence. GoAhead will |
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72 | keep confidential all data specifically marked as such. |
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73 | |
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74 | 2.4 Restrictions on Use. |
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75 | |
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76 | You may sublicense Modifications to third parties such as subcontractors |
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77 | or OEM's provided that You enter into license agreements with such third |
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78 | parties that bind such third parties to all the obligations under this |
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79 | Agreement applicable to you and that are otherwise substantially similar |
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80 | in scope and application to this Agreement. |
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81 | |
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82 | 3. Term. |
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83 | |
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84 | This Agreement and license are effective from the time You accept the |
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85 | terms of this Agreement until this Agreement is terminated. You may |
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86 | terminate this Agreement at any time by uninstalling or destroying |
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87 | all copies of the Original Code including any and all binary versions |
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88 | and removing any Modifications to the Original Code existing in any |
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89 | products. This Agreement will terminate immediately and without further |
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90 | notice if You fail to comply with any provision of this Agreement. All |
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91 | restrictions on use, and all other provisions that may reasonably |
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92 | be interpreted to survive termination of this Agreement, will survive |
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93 | termination of this Agreement for any reason. Upon termination, You agree |
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94 | to uninstall or destroy all copies of the Original Code, Modifications, |
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95 | and Documentation. |
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96 | |
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97 | 4. Trademarks and Brand. |
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98 | |
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99 | 4.1 License and Use. |
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100 | |
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101 | GoAhead hereby grants to You a limited world-wide, royalty-free, |
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102 | non-exclusive license to use the GoAhead trade names, trademarks, logos, |
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103 | service marks and product designations posted in Exhibit A (collectively, |
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104 | the "GoAhead Marks") in connection with the activities by You under this |
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105 | Agreement. Additionally, GoAhead grants You a license under the terms |
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106 | above to such GoAhead trademarks as shall be identified at a URL (the |
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107 | "URL") provided by GoAhead. The use by You of GoAhead Marks shall be in |
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108 | accordance with GoAheads trademark policies regarding trademark usage |
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109 | as established at the web site designated by the URL, or as otherwise |
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110 | communicated to You by GoAhead at its sole discretion. You understand and |
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111 | agree that any use of GoAhead Marks in connection with this Agreement |
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112 | shall not create any right, title or interest in or to such GoAhead |
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113 | Marks and that all such use and goodwill associated with GoAhead Marks |
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114 | will inure to the benefit of GoAhead. |
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115 | |
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116 | 4.2 Promotion by You of GoAhead WebServer Mark. |
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117 | |
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118 | In consideration for the licenses granted by GoAhead to You herein, You |
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119 | agree to notify GoAhead when You incorporate the GoAhead WebServer in |
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120 | Your product and to inform GoAhead when such product begins to ship. You |
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121 | agree to promote the Original Code by prominently and visibly displaying |
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122 | a graphic of the GoAhead WebServer mark on the initial web page of Your |
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123 | product that is displayed each time a user connects to it. You also agree |
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124 | that GoAhead may identify your company as a user of the GoAhead WebServer |
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125 | in conjunction with its own marketing efforts. You may further promote |
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126 | the Original Code by displaying the GoAhead WebServer mark in marketing |
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127 | and promotional materials such as the home page of your web site or web |
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128 | pages promoting the product. |
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129 | |
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130 | 4.3 Placement of Copyright Notice by You. |
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131 | |
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132 | You agree to include copies of the following notice (the "Notice") |
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133 | regarding proprietary rights in all copies of the products that You |
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134 | distribute, as follows: (i) embedded in the object code; and (ii) on |
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135 | the title pages of all documentation. Furthermore, You agree to use |
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136 | commercially reasonable efforts to cause any licensees of your products |
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137 | to embed the Notice in object code and on the title pages or relevant |
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138 | documentation. The Notice is as follows: Copyright (c) 20xx GoAhead |
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139 | Software, Inc. All Rights Reserved. Unless GoAhead otherwise instructs, |
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140 | the year 20xx is to be replaced with the year during which the release of |
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141 | the Original Code containing the notice is issued by GoAhead. If this year |
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142 | is not supplied with Documentation, GoAhead will supply it upon request. |
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143 | |
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144 | 4.4 No Modifications to Server Identification Field. |
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145 | |
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146 | You agree not to remove or modify the Server identification Field |
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147 | contained in the Response Header as defined in Section 1.6 and 1.7. |
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148 | |
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149 | 5. Warranty Disclaimers. |
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150 | |
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151 | THE ORIGINAL CODE, THE DOCUMENTATION AND THE MEDIA UPON WHICH THE ORIGINAL |
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152 | CODE IS RECORDED (IF ANY) ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF |
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153 | ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, |
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154 | THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR |
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155 | PURPOSE. |
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156 | |
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157 | The entire risk as to the quality and performance of the Original Code |
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158 | (including any Modifications You make) and the Documentation is with |
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159 | You. Should the Original Code or the Documentation prove defective, |
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160 | You (and not GoAhead or its distributors, licensors or dealers) assume |
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161 | the entire cost of all necessary servicing or repair. GoAhead does not |
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162 | warrant that the functions contained in the Original Code will meet your |
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163 | requirements or operate in the combination that You may select for use, |
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164 | that the operation of the Original Code will be uninterrupted or error |
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165 | free, or that defects in the Original Code will be corrected. No oral |
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166 | or written statement by GoAhead or by a representative of GoAhead shall |
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167 | create a warranty or increase the scope of this warranty. |
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168 | |
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169 | GOAHEAD DOES NOT WARRANT THE ORIGINAL CODE AGAINST INFRINGEMENT OR THE |
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170 | LIKE WITH RESPECT TO ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK |
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171 | OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY AND DOES NOT WARRANT |
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172 | THAT THE ORIGINAL CODE DOES NOT INCLUDE ANY VIRUS, SOFTWARE ROUTINE |
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173 | OR OTHER SOFTWARE DESIGNED TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, |
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174 | ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE OR DATA, OR TO PERFORM ANY |
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175 | OTHER SUCH ACTIONS. |
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176 | |
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177 | Any warranties that by law survive the foregoing disclaimers shall |
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178 | terminate ninety (90) days from the date You received the Original Code. |
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179 | |
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180 | 6. Limitation of Liability. |
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181 | |
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182 | YOUR SOLE REMEDIES AND GOAHEAD'S ENTIRE LIABILITY ARE SET FORTH ABOVE. IN |
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183 | NO EVENT WILL GOAHEAD OR ITS DISTRIBUTORS OR DEALERS BE LIABLE FOR |
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184 | DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM |
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185 | THE USE OF THE ORIGINAL CODE, THE INABILITY TO USE THE ORIGINAL CODE, |
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186 | OR ANY DEFECT IN THE ORIGINAL CODE, INCLUDING ANY LOST PROFITS, EVEN IF |
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187 | THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. |
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188 | |
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189 | You agree that GoAhead and its distributors and dealers will not be |
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190 | LIABLE for defense or indemnity with respect to any claim against You |
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191 | by any third party arising from your possession or use of the Original |
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192 | Code or the Documentation. |
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193 | |
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194 | In no event will GoAheads total liability to You for all damages, losses, |
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195 | and causes of action (whether in contract, tort, including negligence, |
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196 | or otherwise) exceed the amount You paid for this product. |
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197 | |
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198 | SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY |
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199 | LASTS, AND SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION |
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200 | OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR |
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201 | EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL |
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202 | RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. |
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203 | |
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204 | 7. Indemnification by You. |
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205 | |
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206 | You agree to indemnify and hold GoAhead harmless against any and all |
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207 | claims, losses, damages and costs (including legal expenses and reasonable |
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208 | counsel fees) arising out of any claim of a third party with respect to |
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209 | the contents of the Your products, and any intellectual property rights |
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210 | or other rights or interests related thereto. |
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211 | |
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212 | 8. High Risk Activities. |
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213 | |
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214 | The Original Code is not fault-tolerant and is not designed , manufactured |
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215 | or intended for use or resale as online control equipment in hazardous |
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216 | environments requiring fail-safe performance, such as in the operation |
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217 | of nuclear facilities, aircraft navigation or communication systems, |
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218 | air traffic control, direct life support machines or weapons systems, |
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219 | in which the failure of the Original Code could lead directly to death, |
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220 | personal injury, or severe physical or environmental damage. GoAhead and |
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221 | its suppliers specifically disclaim any express or implied warranty of |
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222 | fitness for any high risk uses listed above. |
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223 | |
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224 | 9. Government Restricted Rights. |
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225 | |
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226 | For units of the Department of Defense, use, duplication, or disclosure |
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227 | by the Government is subject to restrictions as set forth in subparagraph |
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228 | (c)(1)(ii) of the Rights in Technical Data and Computer Software clause |
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229 | at DFARS 252.227-7013. Contractor/manufacturer is GoAhead Software, |
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230 | Inc., 10900 N.E. 8th Street, Suite 750, Bellevue, Washington 98004. |
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231 | |
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232 | If the Commercial Computer Software Restricted rights clause at FAR |
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233 | 52.227-19 or its successors apply, the Software and Documentation |
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234 | constitute restricted computer software as defined in that clause and |
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235 | the Government shall not have the license for published software set |
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236 | forth in subparagraph (c)(3) of that clause. |
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237 | |
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238 | The Original Code (i) was developed at private expense, and no part of it |
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239 | was developed with governmental funds; (ii) is a trade secret of GoAhead |
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240 | (or its licensor(s)) for all purposes of the Freedom of Information Act; |
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241 | (iii) is "restricted computer software" subject to limited utilization as |
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242 | provided in the contract between the vendor and the governmental entity; |
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243 | and (iv) in all respects is proprietary data belonging solely to GoAhead |
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244 | (or its licensor(s)). |
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245 | |
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246 | 10. Governing Law and Interpretation. |
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247 | |
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248 | This Agreement shall be interpreted under and governed by the laws of the |
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249 | State of Washington, without regard to its rules governing the conflict of |
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250 | laws. If any provision of this Agreement is held illegal or unenforceable |
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251 | by a court or tribunal of competent jurisdiction, the remaining provisions |
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252 | of this Agreement shall remain in effect and the invalid provision deemed |
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253 | modified to the least degree necessary to remedy such invalidity. |
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254 | |
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255 | 11. Entire Agreement. |
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256 | |
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257 | This Agreement is the complete agreement between GoAhead and You and |
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258 | supersedes all prior agreements, oral or written, with respect to the |
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259 | subject matter hereof. |
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260 | |
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261 | If You have any questions concerning this Agreement, You may write to |
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262 | GoAhead Software, Inc., 10900 N.E. 8th Street, Suite 750, Bellevue, |
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263 | Washington 98004 or send e-mail to info@goahead.com. |
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264 | |
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265 | BY CLICKING ON THE "Register" BUTTON ON THE REGISTRATION FORM, YOU |
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266 | ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET |
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267 | FORTH IN THIS AGREEMENT. IF YOU DO NOT WISH TO ACCEPT THIS LICENSE OR |
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268 | YOU DO NOT QUALIFY FOR A LICENSE BASED ON THE TERMS SET FORTH ABOVE, |
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269 | YOU MUST NOT CLICK THE "Register" BUTTON. |
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270 | |
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271 | Exhibit A |
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272 | |
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273 | GoAhead Trademarks, Logos, and Product Designation Information |
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274 | |
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275 | |
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276 | |
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277 | |
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278 | 01/28/00 |
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279 | |
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280 | |
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281 | |
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282 | |
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