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 Note: This community license is superseded for Co:Z Toolkit Enterprise License and Support customers.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 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: "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. "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, an enterprise-wide, non-exclusive, non-transferable, non-sublicensable, royalty-free and fully paid-up license to install and use the Software on an unlimited number of Your servers, solely for Your internal business purposes, in accordance with the Documentation, and in compliance with all applicable laws and regulations. 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 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 under an available Outsourcing License and Support Agreement. Please contact Dovetail for the most current enterprise and outsourcing agreement options, benefits, and pricing. 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) 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; (b) 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; (c) otherwise distribute, rent, lease, lend, sell, sublicense or make the Software available to any third party; (d) modify, adapt, alter, translate, or create derivative works of the Software; (e) 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; (e) develop an alternative to the Software that is based on or derived from, in whole or in part, the Software or Documentation; (f) use the Software in violation of any applicable laws or regulations; (g) remove or obscure any copyright, trademark or other proprietary rights notices or designations on the Software, the Documentation or any copies thereof; or (h) 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 Software as a general release to the Software community. 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. 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 a support plan for the Software, You should visit the Dovetail website to review Dovetail's then current offerings. 7. 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 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 and 11 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. 8. 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. 9. 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. 10. 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 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. 11. 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: email@example.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.