The Co:Z Co-Processing Toolkit for z/OS, comprised of Co:Z Launcher, Co:Z Dataset Pipes, Co:Z SFTP, Co:Z Batch, Co:Z Utilities and Co:Z Target System Toolkit (in object code form only) is distributed under the Co:Z Community License Agreement (see below). Note: This community license is superseded for Co:Z Toolkit Enterprise License and Support customers. All components are distributed in binary form.
COMMUNITY LICENSE AGREEMENT
PLEASE READ THIS COMMUNITY LICENSE AGREEMENT (THIS "AGREEMENT") CAREFULLY. THIS
AGREEMENT SETS FORTH THE TERMS ON WHICH DOVETAILED TECHNOLOGIES, LLC
("DOVETAIL"), A MISSOURI LIMITED LIABILITY COMPANY, MAKES AVAILABLE THE
COMMUNITY EDITION OF THE CO:Z CO-PROCESSING TOOLKIT FOR z/OS AT NO CHARGE FOR
DOWNLOAD, INSTALLATION AND USE BY THE COMMUNITY. BY DOWNLOADING, INSTALLING,
OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND,
AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.
1. DEFINITIONS. As used in this Agreement, the following capitalized terms
shall have the following meanings:
"Community Edition" means the version of the Software that is made available
by Dovetail to licensees for download under this Agreement.
"Documentation" means Dovetail's accompanying user documentation for the
Software, as may be updated by Dovetail from time to time, in print or
electronic form.
"Enterprise Edition" means any version of the Software that is made available
by Dovetail to licensees under the Enterprise License and Support Agreement,
the Outsourcing License and Support Agreement, or another paid license and
support agreement between Dovetail and the licensee.
"Software" means the Co:Z Co-Processing Toolkit for z/OS, comprised of Co:Z
Launcher, Co:Z Dataset Pipes, Co:Z SFTP, Co:Z Batch, Co:Z z/OS Utilities and
Co:Z Target System Toolkit, in object code form only, together with certain
sample code and scripts in source form.
"Update" means any bug fix, enhancement, or other modification to or update for
the Software issued by Dovetail for general release to the Software community.
"You" means the person or entity downloading, installing or using the
Software. If you are downloading, installing or using the Software on
behalf of a company or organization, the term "You" refers to both you and
your company or organization, and you represent and warrant that you have
authority to bind your company or organization to the provisions hereof.
2. SOFTWARE LICENSE. During the term of this Agreement, and subject to the
provisions hereof, Dovetail hereby grants to You, and You hereby accept, a
non-exclusive, non-transferable, non-sublicensable, royalty-free license to
install and use the Community Edition of the Software on Your servers, solely
for Your internal business purposes, in accordance with the Documentation, in
compliance with all applicable laws and regulations, and further subject to the
following conditions and requirements: (a) this Agreement does not permit You
to download, install, or use the Enterprise Edition of the Software. If You
wish to use the Enterprise Edition, You must be licensed under an available
Enterprise License and Support Agreement or Outsourcing License and Support
Agreement; (b) as provided in Section 3, this Agreement does not permit You
to have the Software installed managed, operated, or supported by, nor does
it permit You to install, manage, operate, or support the Software for,
third parties. If You wish to delegate Software installation, management,
operation, or support to an outsourcing services provider or other third party,
You must be licensed for the Enterprise Edition under an available Enterprise
License and Support Agreement. If You are an outsourcing services provider
or other third party that wishes to install, manage, operate, or support
the Software for one or more of Your customers, You must be licensed for
the Enterprise Edition under an available Outsourcing License and Support
Agreement.; and (c) this Agreement does not permit You to continue using
the Enterprise Edition following the expiration or termination of your paid
license and support subscription for the Enterprise Edition. If You wish to
convert to the Community Edition, You must (i) meet Dovetail's then-current
eligibility requirements for the Community Edition; (ii) uninstall, erase,
and cease all use of the Enterprise Edition, and (iii) download, install,
and use the Community Edition subject to and in accordance with this Agreement.
3. LICENSE RESTRICTIONS. You may not install or use the Software for any
purpose other than as expressly authorized under Section 2. Without limiting
the foregoing, You shall not, nor shall You authorize any other person or
entity to: (a) download, install, or use any version of the Software other
than the Community Edition; (b) install, manage, operate, or support the
Software for any customer or other third party, whether in an outsourcing,
consulting, or staff augmentation capacity or otherwise; (c) delegate
Software installation, management, operation, or support to, or otherwise
permit such activities to be performed on Your behalf by, any outsourcing
services provider or other third party, whether in an outsourcing, consulting,
or staff augmentation capacity or otherwise; (d) otherwise distribute, rent,
lease, lend, sell, sublicense or make the Software available to any third
party; (e) modify, adapt, alter, translate, or create derivative works of
the Software; (f) otherwise extend the Software to or use or permit use
of the Software by or for the benefit of any third party, including in or
as part of a service bureau, timesharing, or outsourcing arrangement; (g)
develop an alternative to the Software that is based on or derived from,
in whole or in part, the Software or Documentation; (h) use the Software in
violation of any applicable laws or regulations; (i) remove or obscure any
copyright, trademark or other proprietary rights notices or designations
on the Software, the Documentation or any copies thereof; or (j) reverse
engineer, decompile, disassemble, or otherwise attempt to derive the source
code for the Software, except where such reverse engineering is expressly
permitted under applicable law, but then only to the extent that Dovetail
is not entitled to limit such rights by contract.
4. UPDATES. From time to time, Dovetail may make available Updates for
the Community Edition of the Software. All such Updates (whether posted by
Dovetail on the Dovetail website or included with the Software) shall be deemed
part of the Software, and are licensed to You under the license and other
provisions of this Agreement, together with any supplementary license terms
that Dovetail may provide for such Updates. Notwithstanding the foregoing,
Dovetail reserves the right to amend, supplement or replace the terms of this
Agreement in connection with Updates to or new versions of the Software,
and in such case, the terms accompanying such Update or new version will
control. You acknowledge that the Community Edition may not contain all of
the features and functionality of the Enterprise Edition and that Dovetail
has no obligation to make available Updates to the Community Edition.
5. YOUR RESPONSIBILITIES. You are responsible for: (i) installation of the
Software and any Updates; (ii) selecting and maintaining all third party
hardware, software, peripherals and connectivity necessary to meet the system
requirements for the Software; (iii) creating a restore point for Your systems
and backing up and verifying all data; and (iv) adopting reasonable measures
to ensure the safety, security, accuracy and integrity of Your facilities,
systems, networks and data. Dovetail shall have no responsibility or liability
arising out of or resulting in whole or in part from Your failure or delay
performing any such responsibilities, or for acts or omissions of third
parties, Internet or telecommunications failures, or force majeure or other
events beyond Dovetail's reasonable control.
6. SUPPORT. This Agreement does not include, and Dovetail shall have no
obligation under this Agreement to provide, any technical support or other
professional services for the Software. If You are interested in purchasing
support for the Software, You should visit the Dovetail website to review
Dovetail's then current license and support options for the Enterprise
Edition of the Software.
7. LICENSE MANAGEMENT AND TIME-OUT CAPABILITIES. The Software may contain
time-out, digital rights management, or other license management capabilities
that may be employed by Dovetail to limit the period during which this version
of the Software may be used, to curb unlicensed use or abuse of the Software,
or for other purposes as permitted or required by law. By installing or using
the Software, You acknowledge and consent to the inclusion and employment of
such capabilities as described herein, without restriction. For the avoidance
of doubt, neither the inclusion (or omission) of such capabilities, nor
any errors in the provisioning or operation thereof, shall be construed to
expand the scope or duration of the corresponding Software license, nor to
waive any Dovetail rights or remedies in connection therewith.
8. TERM; TERMINATION. This Agreement and Your license rights hereunder shall
continue unless and until terminated as set forth herein. You may terminate
this Agreement for convenience at any time by uninstalling, erasing all copies
of, and ceasing all use of the Software and Documentation. This Agreement shall
terminate immediately and automatically: (a) at the conclusion of the time-out
period established by Dovetail for this version of the Software or (b) if You
violate the license terms or restrictions for the Software, or materially
breach any other provision of this Agreement and fail to cure such breach
within ten (10) days after receiving notice thereof from Dovetail. Upon the
expiration or termination of this Agreement for any reason: (i) Your license
to the Software shall automatically and immediately terminate; and (ii) You
shall discontinue use of the Software, promptly (within 5 days) uninstall and
remove any remnants of the Software and Documentation from Your computers,
network and systems, and destroy (or return to Dovetail) all tangible copies
of the Software and Documentation in Your possession. Termination of this
Agreement shall not relieve You of any liability incurred in connection with
the Software nor limit any of Dovetail's rights or remedies in connection
therewith. Sections 1, 3, 5, 7, 8, 9, 10, 11 and 12 of this Agreement shall
survive the expiration or termination of this Agreement for any reason,
and shall be binding on and inure to the benefit of the parties and their
permitted successors and assigns.
9. DISCLAIMER. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU UNDER
THIS AGREEMENT "AS IS" WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, AND ALL USE IS AT YOUR OWN RISK. WITHOUT LIMITING THE
FOREGOING, DOVETAIL AND ITS SUPPLIERS HEREBY DISCLAIM ANY IMPLIED OR STATUTORY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR
NON-INFRINGEMENT. THE SOFTWARE IS NOT INTENDED OR LICENSED FOR USE IN ANY
HAZARDOUS OR HIGH-RISK ACTIVITY. DOVETAIL DOES NOT WARRANT THAT THE SOFTWARE
WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR MEET YOUR BUSINESS, TECHNICAL
OR OTHER REQUIREMENTS. NO EMPLOYEE OR AGENT HAS AUTHORITY TO BIND DOVETAIL
TO ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
10. PROPRIETARY RIGHTS. Dovetail and its suppliers shall retain exclusive
right, title and interest in and to the Software, including the object code,
source code, program architecture, design, coding methodology, Documentation,
screen shots, and "look and feel" therefor, all Updates thereto, all goodwill
associated therewith, and all present and future copyrights, trademarks, trade
secrets, patent rights and other intellectual property rights of any nature
throughout the world embodied therein and appurtenant thereto. All rights and
licenses to the Software not expressly granted to You in this Agreement are
reserved by Dovetail and its suppliers. From time to time, You may submit
suggestions, requests or other feedback for the Software. Dovetail shall
be free to commercialize and use such feedback, including for developing
improvements to its products and services, free of any claims, payment
obligations, or proprietary, confidentiality or other restrictions of any kind.
11. LIMITATIONS ON LIABILITY. IN NO EVENT SHALL DOVETAIL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR SIMILAR
DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT, INCLUDING
LOSS OF BUSINESS, PROFITS OR REVENUE, LOSS OR DESTRUCTION OF DATA, BUSINESS
INTERRUPTION OR DOWNTIME. THE TOTAL CUMULATIVE LIABILITY OF DOVETAIL ARISING
OUT OF AND RELATED TO THE SOFTWARE AND THIS AGREEMENT SHALL NOT, REGARDLESS OF
THE NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED
TEN U.S. DOLLARS ($10). THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL
APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE
CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY IN TORT), INDEMNITY, OR OTHERWISE), EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY
ARE AN ESSENTIAL PART OF THIS AGREEMENT AND SHALL BE VALID AND BINDING EVEN
IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.
12. MISCELLANEOUS Governing Law. This Agreement shall be governed and
interpreted for all purposes by the laws of the State of Missouri, U.S.A.,
without reference to any conflict of laws principles that would require
the application of the laws of a different jurisdiction. The United Nations
Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transactions Act (as enacted in any jurisdiction) do not
and shall not apply to this Agreement, and are hereby specifically excluded.
Jurisdiction; Venue. Any dispute, action or proceeding arising out of or
related to this Agreement shall be commenced in the state courts of St. Louis
County, Missouri or, where proper subject matter jurisdiction exists, the
United States District Court for the Eastern District of Missouri. Each
party irrevocably submits to the personal jurisdiction and exclusive venue
of such courts, and waives any objections thereto, including based on forum
non conveniens.
Notices. All notices under this Agreement shall be in writing, and shall be
delivered personally, by electronic, mail, or by postage prepaid certified
mail or express courier service, return receipt requested. Notices to You
may be delivered to the most current address on file. Notices to Dovetail
shall be directed to the following address, unless Dovetail has provided an
alternative notice address:
Dovetailed Technologies, LLC
305 Willowpointe Drive
St. Charles, MO 63304
Email: legal@coztoolkit.com
Assignments. You may not assign or transfer this Agreement, or any rights
or duties hereunder, in whole or in part, whether by operation of law or
otherwise, without the prior written consent of Dovetail. Any attempted
assignment or transfer in violation of the foregoing shall be null and
void from the beginning and without effect. Dovetail may freely assign or
transfer this Agreement, including to a successor upon Dovetail's merger,
acquisition, corporate reorganization, or sale or other transfer of all or
substantially all of its business or assets to which this Agreement relates.
Relationship; Third Party Beneficiaries. The parties hereto are independent
contractors. Nothing in this Agreement shall be deemed to create any agency,
employment, partnership, fiduciary or joint venture relationship between
the parties, or to give any third party any rights or remedies under
or by reason of this Agreement; provided, however, the disclaimers and
limitations on liability in this Agreement shall extend to Dovetail and its
directors, officers, shareholders, employees, agents, and affiliates. All
references to Dovetail in connection therewith shall be deemed to include
the foregoing persons and entities, who shall be third party beneficiaries
of such contractual disclaimers and limitations and entitled to accept all
benefits afforded thereby.
Equitable Relief. The Software comprises the confidential and proprietary
information of Dovetail and its suppliers, and constitutes a valuable
trade secret. You acknowledge that Your breach of the license or ownership
provisions of this Agreement would cause irreparable harm to Dovetail, the
extent of which would be difficult and impracticable to assess, and that
money damages would not be an adequate remedy for such breach. Accordingly,
in addition to all other remedies available at law or in equity, and as
an express exception to the jurisdiction and venue requirements of this
Agreement, Dovetail shall be entitled to seek injunctive or other equitable
relief in any court of competent jurisdiction.
Questionnaires; Audits. You agree to complete and promptly return to Dovetail
any Software usage questionnaires issued by Dovetail from time to time, and
to promptly provide Dovetail or its designated auditor with reasonable access
to Your facilities, systems, personnel, books and records for the purpose
of verifying Your compliance with the license terms and restrictions of this
Agreement. All audits shall be conducted in a reasonable manner designed to
minimize disruption to Your normal business operations. Dovetail agrees to
initiate an audit no more than once during any twelve (12) month period;
provided, however, if Dovetail reasonably suspects, or any audit reveals,
non-compliance with this Agreement, Dovetail shall have the right to conduct
additional audits until compliance is achieved.
U.S. Government Restricted Rights. The Software and Documentation are licensed
with RESTRICTED RIGHTS as "Commercial Items," as that term is defined at 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
or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212
or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial
Computer Software and Commercial Computer Software Documentation is licensed
(if at all) to U.S. Government end users only as Commercial Items, and with
only those rights as are granted to other licensees pursuant to this Agreement.
Export Control. The Software and underlying information and technology may not
be accessed or used except as authorized by United States and other applicable
law, and further subject to compliance with this Agreement. The Software may
not be exported or re-exported into any U.S. embargoed countries, or to anyone
on the U.S. Treasury Department's list of Specially Designated Nationals
or the U.S. Department of Commerce Denied Person's List or Entity List. You
represent and warrant that You and Your end users are not located in, under
the control of, or a national or resident of any country or on any such list.
Amendment; Waiver. This Agreement may be amended only by a written
instrument signed by an authorized representative of Dovetail. No rights
shall be waived by any act, omission, or knowledge of a party, except by
an instrument in writing expressly waiving such rights and signed by an
authorized representative of the waiving party. Any waiver on one occasion
shall not constitute a waiver on subsequent occasions.
Severability; Construction. If any provision of this Agreement is determined
to be invalid or unenforceable under applicable law, such provision shall be
amended by a court of competent jurisdiction to accomplish the objectives
of such provision to the greatest extent possible, or severed from this
Agreement if such amendment is not possible, and the remaining provisions
of this Agreement shall continue in full force and effect. The captions
and section headings in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement. The term
"including" as used herein means "including without limitation." The terms
"herein," "hereto," "hereof," and similar variations refer to this Agreement
as a whole, rather than to any particular section.
Entire Agreement. This Agreement sets forth the entire agreement of the
parties and supersedes all prior agreements and understandings, whether
written or oral, with regard to the subject matter hereof. Any additional
or conflicting terms proposed by You in any purchase order, request for
proposal, acknowledgement, or other writing shall not be binding, and are
hereby objected to and expressly rejected.
