Caldera Ancient Unix Software License
Agreement
Ancient UNIX from CALDERA
CALDERA INTERNATIONAL, INC. HEREBY GRANTS TO YOU THE
SPECIAL SOFTWARE LICENSE AGREEMENT STATED BELOW ONLY FOR THE
PURPOSES STATED IN THIS SPECIAL SOFTWARE LICENSE AGREEMENT. BY
DOWNLOADING, INSTALLING, OR USING THE ANCIENT UNIX SOURCE
CODE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SPECIAL SOFTWARE
LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY
IT.
CALDERA INTERNATIONAL, INC. SPECIAL SOFTWARE LICENSE
AGREEMENT FOR ANCIENT UNIX SOURCE CODE (AGREEMENT)
A.CALDERA INTERNATIONAL, INC. , a California corporation
(SCO), having an office at 400 Encinal Street, Santa Cruz,
California 95061-1900 and you as LICENSEE, agree that, as of
the Effective Date hereof, as defined in Section 7.1, the
terms and conditions set forth in this AGREEMENT shall apply
to use by LICENSEE of SOURCE CODE PRODUCTS subject to this
AGREEMENT.
B. CALDERA INTERNATIONAL, INC. makes certain licensing
rights for SOURCE CODE PRODUCTS available under this
AGREEMENT, including rights to make and use DERIVED BINARY
PRODUCTS. Such SOURCE CODE PRODUCT is identified in Section 3
of this AGREEMENT .
C. This AGREEMENT sets forth the entire agreement and
understanding between the parties as to the subject matter
hereof and merges all prior discussions between them, and
neither of the parties shall be bound by any conditions,
definitions, warranties, understandings or representations
with respect to such subject matter other than as expressly
provided herein or as duly set forth on or subsequent to the
date of acceptance hereof in writing and signed by a proper
and duly authorized representative of the party to be bound
thereby. No provision appearing on any form originated by
LICENSEE shall be applicable unless such provision is
expressly accepted in writing by an authorized representative
of CALDERA INTERNATIONAL, INC.
D. The AUTHORIZED COUNTRY for this AGREEMENT shall be any
countries not excluded by Section 5.2
I. DEFINITIONS
1.1 AUTHORIZED COUNTRY means one or more countries
specified above.
1.2 CPU means a computer having one or more processing
units and a single global memory space.
1.3 COMPUTER PROGRAM means any instruction or instructions
for controlling the operation of a CPU.
1.4 DERIVED BINARY PRODUCT means COMPUTER PROGRAMS in
OBJECT CODE format based on a SOURCE CODE PRODUCT.
1.5 DESIGNATED CPU means all CPUs licensed as such for a
specific SOURCE CODE PRODUCT.
1.6 OBJECT CODE means a COMPUTER PROGRAM in binary form,
resulting from the compilation of SOURCE CODE by computer or
compiler into machine executable code and which is in a form
of computer programs not convenient to human understanding of
the program logic, but which is appropriate for execution or
interpretation by computer.
1.7 SOURCE CODE means COMPUTER PROGRAMS written in certain
programming languages in electronic media form and in a form
convenient for reading and review by a trained individual,
such as a printed or written listing of programs, containing
specific algorithms, instructions, plans, routines and the
like, for controlling the operation of a computer system, but
which is not in a form that would be suitable for execution
directly on computer hardware.
1.8 SOURCE CODE PRODUCT means a SCO software offering,
primarily in SOURCE CODE form. Such offering may also include
OBJECT CODE components.
1.9 SUCCESSOR OPERATING SYSTEM means a SCO software
offering that is (i) specifically designed for a 16-Bit
computer, or (ii) the 32V version, and (iii) specifically
excludes UNIX System V and successor operating systems.
2. GRANT OF RIGHTS
2.1 (a) CALDERA INTERNATIONAL, INC. grants to LICENSEE a
personal, nontransferable and nonexclusive right to use, in
the AUTHORIZED COUNTRY, each SOURCE CODE PRODUCT identified in
Section 3 of this AGREEMENT, solely for personal use (as
restricted in Section 2.1(b)) and solely on or in conjunction
with DESIGNATED CPUs, and/or Networks of CPUs, licensed by
LICENSEE through this SPECIAL SOFTWARE LICENSE AGREEMENT for
such SOURCE CODE PRODUCT. Such right to use includes the right
to modify such SOURCE CODE PRODUCT and to prepare DERIVED
BINARY PRODUCT based on such SOURCE CODE PRODUCT, provided
that any such modification or DERIVED BINARY PRODUCT that
contains any part of a SOURCE CODE PRODUCT subject to this
AGREEMENT is treated hereunder the same as such SOURCE CODE
PRODUCT. CALDERA INTERNATIONAL, INC. claims no ownership
interest in any portion of such a modification or DERIVED
BINARY PRODUCT that is not part of a SOURCE CODE PRODUCT.
(b) Personal use is limited to noncommercial uses. Any such
use made in connection with the development of enhancements or
modifications to SOURCE CODE PRODUCTS is permitted only if (i)
neither the results of such use nor any enhancement or
modification so developed is intended primarily for the
benefit of a third party and (ii) any copy of any such result,
enhancement or modification, furnished by LICENSEE to a third
party holder of an equivalent Software License with CALDERA
INTERNATIONAL, INC., where permitted by Section 8.4(b) below,
is furnished for no more than the cost of reproduction and
shipping. Any such copy that includes any portion of a SOURCE
CODE PRODUCT shall be subject to the provisions of such
Section 8.4.
(c) LICENSEE may produce printed and on-line copies of
documentation included with the SOURCE CODE PRODUCT as
necessary for use with the DESIGNATED CPUs. All copies must
include a legally sufficient copyright notice and a statement
that the documents include a portion or all of CALDERA
INTERNATIONAL, INC.'s copyrighted documentation, which is
being reproduced with permission.
(d) Commercial use by LICENSEE of SOURCE CODE PRODUCTS or
of any result, enhancement or modification associated with the
use of SOURCE CODE PRODUCTS under this AGREEMENT is not
permitted. Such commercial use is permissible only pursuant to
the terms of an appropriate commercial software agreement
between CALDERA INTERNATIONAL, INC. or a corporate affiliate
thereof and LICENSEE. For purposes of this AGREEMENT,
commercial use includes, but is not limited to, furnishing
copies to third parties in a manner not permitted by Section
8.4(b).
(e) CALDERA INTERNATIONAL, INC. also grants LICENSEE a
personal, nontransferable and nonexclusive right to make
copies of DERIVED BINARY PRODUCTS and, subject to U. S.
Government export requirements and to Section 8.4(b), to
furnish such copies directly to other LICENSEES who have an
equivalent Software License with CALDERA INTERNATIONAL, INC.
before or at the time of furnishing each copy of a DERIVED
BINARY PRODUCT.
2.2 (a) Any notice acknowledging a contribution of a third
party appearing in a SOURCE CODE PRODUCT shall be included in
corresponding portions of DERIVED BINARY PRODUCTS made by
LICENSEE.
(b) Each portion of a DERIVED BINARY PRODUCT shall include
an appropriate copyright notice. Such copyright notice may be
the copyright notice or notices appearing in or on the
corresponding portions of the SOURCE CODE PRODUCT on which
such DERIVED BINARY PRODUCT is based or, if copyrightable
changes are made in developing such DERIVED BINARY PRODUCT, a
copyright notice identifying the owner of such changes.
2.3 No right is granted hereunder to use any trademark of
CALDERA INTERNATIONAL, INC. (or a corporate affiliate
thereof). However, LICENSEE must state in packaging, labeling
or otherwise that a DERIVED BINARY PRODUCT is derived from
CALDERA INTERNATIONAL, INC.'s software under license from
CALDERA INTERNATIONAL, INC. and identify such software
(including any trademark, provided the proprietor of the
trademark is appropriately identified). LICENSEE agrees not to
use a name or trademark for a DERIVED BINARY PRODUCT that is
confusingly similar to a name or trademark used by CALDERA
INTERNATIONAL, INC. (or a corporate affiliate thereof).
2.4 A single back-up CPU may be used as a substitute for
the DESIGNATED CPU without notice to CALDERA INTERNATIONAL,
INC. during any time when such DESIGNATED CPU is inoperative
because it is malfunctioning or undergoing repair, maintenance
or other modification.
3. LICENSED SOURCE CODE PRODUCTS
The SOURCE CODE PRODUCTS to which CALDERA INTERNATIONAL,
INC. grants rights under this AGREEMENT are restricted to the
following UNIX Operating Systems, including SUCCESSOR
OPERATING SYSTEMs, that operate on the 16-Bit PDP-11 CPU and
early versions of the 32-Bit UNIX Operating System with
specific exclusion of UNIX System V and successor operating
systems: 16-Bit UNIX Editions 1, 2, 3, 4, 5, 6, 7 32-bit
32V
4. DELIVERY
CALDERA INTERNATIONAL, INC. makes no guarantees or
commitments that any SOURCE CODE PRODUCT is available from
CALDERA INTERNATIONAL, INC. If available, and upon acceptance
by LICENSEE of the terms of this AGREEMENT, CALDERA
INTERNATIONAL, INC. will provide LICENSEE one (1) copy of such
SOURCE CODE PRODUCT via its FTP site established for such
purpose.
5. EXPORT
5.1 LICENSEE agrees that it will not, without the prior
written consent of CALDERA INTERNATIONAL, INC. , export,
directly or indirectly, SOURCE CODE PRODUCTS covered by this
AGREEMENT to any country outside of the AUTHORIZED
COUNTRY.
5.2 LICENSEE acknowledges that the SOURCE CODE PRODUCTS,
the media, and any immediate product (including processes)
produced directly by the use of any such SOURCE CODE PRODUCTS
are subject to export controls under the U.S. Export
Administration Regulations and the export regulations of other
countries. LICENSEE may not export or re-export, directly or
indirectly, the SOURCE CODE PRODUCTS, the media, any related
technical information or materials covered by this AGREEMENT,
or any immediate product (including processes) produced
directly by the use of any such SOURCE CODE PRODUCTS to any
country that is in violation of U.S. Export Administration
Regulations and/or the export regulations of other countries
unless an appropriate authorization from the U.S. Commerce
Department and any other relevant government authority has
been obtained.
5.3 LICENSEE agrees that its obligations under Sections 5.1
and 5.2 shall survive and continue after any termination of
rights under this AGREEMENT.
6. FEES AND TAXES
6.1 The rights granted to LICENSEE for use of the SOURCE
CODE PRODUCTS identified in Section 3 above are granted to
LICENSEE at no charge.
6.2 LICENSEE shall pay all taxes (and any related interest
or penalty), however designated, imposed as a result of the
existence or operation of this AGREEMENT, except (i) any tax
imposed upon CALDERA INTERNATIONAL, INC. (or a corporate
affiliate thereof) in the jurisdiction in which LICENSEE is
located if such tax is allowable as a credit against United
States income taxes of CALDERA INTERNATIONAL, INC. (or such an
affiliate) and (ii) any income tax imposed upon CALDERA
INTERNATIONAL, INC. (or such an affiliate) by the United
States or any governmental entity within the United States
proper (the fifty (50) states and the District of Columbia).
To assist in obtaining the credit identified in (i) of this
Section 6.2, LICENSEE shall furnish CALDERA INTERNATIONAL,
INC. with such evidence as may be required by United States
taxing authorities to establish that any such tax has been
paid. If CALDERA INTERNATIONAL, INC. is required to collect a
tax to be paid by LICENSEE, LICENSEE shall pay such tax to
CALDERA INTERNATIONAL, INC. on demand.
7. TERM
7.1 This AGREEMENT shall become effective on and as of the
date of acceptance of the terms of this AGREEMENT. The initial
term of this AGREEMENT shall be for one (1) year. Thereafter,
the AGREEMENT will automatically renew for successive one (1)
year terms unless either party gives the other, no later than
ninety (90) days before the end of the initial term, or then
current extension, written notice of its intent to terminate
this AGREEMENT. Nothing in this AGREEMENT shall be construed
to require either party to extend this AGREEMENT beyond the
initial term or any subsequent term.
7.2 LICENSEE may terminate its rights under this AGREEMENT
by written notice to CALDERA INTERNATIONAL, INC. certifying
that LICENSEE has discontinued use of and returned or
destroyed, at CALDERA INTERNATIONAL, INC.'s option, all copies
of SOURCE CODE PRODUCTS subject to this AGREEMENT.
7.3 If LICENSEE fails to fulfill one or more of its
obligations under this AGREEMENT, CALDERA INTERNATIONAL, INC.
may, upon its election and in addition to any other remedies
it might have, at any time terminate all the rights granted by
it hereunder to LICENSEE. Upon such termination LICENSEE shall
immediately discontinue use of and return or destroy, at
CALDERA INTERNATIONAL, INC.'s option, all copies of SOURCE
CODE PRODUCTS in its possession.
7.4 In the event of termination of LICENSEE's rights under
Sections 7.2 or 7.3, (i) all fees that LICENSEE has become
obligated to pay shall become immediately due and payable and
(ii) CALDERA INTERNATIONAL, INC. shall have no obligation to
refund any amounts paid to it hereunder.
8. MISCELLANEOUS PROVISIONS
8.1 This AGREEMENT shall prevail notwithstanding any
conflicting terms or legends which may appear in a SOURCE CODE
PRODUCT.
8.2 CALDERA INTERNATIONAL, INC. warrants that it is
empowered to grant the rights granted herein. CALDERA
INTERNATIONAL, INC. and other developers make no other
representations or warranties, expressly or impliedly. By way
of example but not of limitation, CALDERA INTERNATIONAL, INC.
and other developers make no representations or warranties of
merchantability or fitness for any particular purpose, or that
the use of any SOURCE CODE PRODUCT will not infringe any
patent, copyright or trademark. CALDERA INTERNATIONAL, INC.
and other developers shall not be held to any liability with
respect to any claim by LICENSEE, or a third party on account
of, or arising from, the use of any SOURCE CODE PRODUCT.
8.3 Neither the execution of this AGREEMENT nor anything in
any SOURCE CODE PRODUCT shall be construed as an obligation
upon CALDERA INTERNATIONAL, INC. or any other developer to
furnish any person, including LICENSEE, any assistance of any
kind whatsoever, or any information or documentation.
8.4 (a) LICENSEE agrees that it shall hold all parts of the
SOURCE CODE PRODUCTS subject to this AGREEMENT in confidence
for CALDERA INTERNATIONAL, INC. LICENSEE further agrees that
should it make such disclosure of any or all of such SOURCE
CODE PRODUCTS (including methods or concepts utilized therein)
to anyone to whom such disclosure is necessary to the use for
which rights are granted hereunder, LICENSEE shall
appropriately notify each such person to whom any such
disclosure is made that such disclosure is made in confidence
and shall be kept in confidence and have each such person sign
a confidentiality agreement containing restrictions on
disclosure substantially similar to those set forth
herein.
If LICENSEE should become aware of a violation of CALDERA
INTERNATIONAL, INC.'s intellectual property and/or proprietary
rights, LICENSEE shall promptly notify CALDERA INTERNATIONAL,
INC. and cooperate with CALDERA INTERNATIONAL, INC. in such
enforcement.
If information relating to a SOURCE CODE PRODUCT subject to
this AGREEMENT at any time becomes available without
restriction to the general public by acts not attributable to
LICENSEE, LICENSEE's obligations under this section shall not
apply to such information after such time.
(b) Notwithstanding the provisions of Section 8.4(a),
LICENSEE may make available copies of a SOURCE CODE PRODUCT,
either in modified or unmodified form, to third parties in the
AUTHORIZED COUNTRY having Source Code Licenses of the same
scope herewith from CALDERA INTERNATIONAL, INC. for the same
SOURCE CODE PRODUCT, if and only if (i) LICENSEE first
requests verification of the status of the recipient by
contacting CALDERA INTERNATIONAL, INC. at the address
contained in Section 8.8(a) or other number specified by
CALDERA INTERNATIONAL, INC., and (ii) CALDERA INTERNATIONAL,
INC. gives written verification of the recipient's software
license status. LICENSEE shall maintain a record of each such
SOURCE CODE PRODUCT made available.
8.5 On CALDERA INTERNATIONAL, INC.'s request, but not more
frequently than annually, LICENSEE shall furnish to CALDERA
INTERNATIONAL, INC. a statement, listing the location, type
and serial number of the DESIGNATED CPU hereunder and stating
that the use by LICENSEE of SOURCE CODE PRODUCTS subject to
this AGREEMENT has been reviewed and that each such SOURCE
CODE PRODUCT is being used solely on the DESIGNATED CPU (or
temporarily on a back-up CPU) for such SOURCE CODE PRODUCTS in
full compliance with the provisions of this AGREEMENT.
8.6 The obligations of LICENSEE under Section 8.4 shall
survive and continue after any termination of rights under
this AGREEMENT.
8.7 Neither this AGREEMENT nor any rights hereunder, in
whole or in part, shall be assignable or otherwise
transferable by LICENSEE and any purported assignment or
transfer shall be null and void.
8.8 (a) Correspondence with CALDERA INTERNATIONAL, INC.
relating to this AGREEMENT shall be sent to:
CALDERA INTERNATIONAL, INC.
400 Encinal Street
Santa
Cruz, California 95061-1900
United States of America
Attention: Law and Corporate Affairs
8.9 LICENSEE shall obtain all approvals from any
governmental authority in the AUTHORIZED COUNTRY required to
effectuate this AGREEMENT according to its terms, including
any such approvals required for LICENSEE to make payments to
CALDERA INTERNATIONAL, INC. pursuant to this AGREEMENT.
LICENSEE shall bear all expenses associated with obtaining
such approvals.
8.10 The construction and performance of this AGREEMENT
shall be governed by the laws of the State of California, USA.
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Last reviewed May 2, 2000 |
