tz/linuxOS_AP05
3
0
Fork 0
Code Issues Pull Requests Actions Packages Projects Releases Wiki Activity
master
linuxOS_AP05/debian/test/usr/share/doc/dahdi-firmware-nonfree/copyright
hyx 68ae3524c4 add debian
2025-09-26 09:40:02 +08:00

622 lines
35 KiB
Plaintext
Raw Permalink Blame History

This file contains invisible Unicode characters

This file contains invisible Unicode characters that are indistinguishable to humans but may be processed differently by a computer. If you think that this is intentional, you can safely ignore this warning. Use the Escape button to reveal them.

This file contains Unicode characters that might be confused with other characters. If you think that this is intentional, you can safely ignore this warning. Use the Escape button to reveal them.

Format: https://www.debian.org/doc/packaging-manuals/copyright-format/1.0/
Upstream-Name: dahdi-linux
Source: http://git.asterisk.org/gitweb/?p=dahdi/linux.git;a=summary
Comment:
This is a binary package that only installs firmware files and a few
scripts to install them. Thus licenses of the source files mostly
apply only to redistribution of the sources and not to the binary package.
.
Several Xorcom firmware files are included. They are freely distributable
but may not be modified. The Octasic firmware has even more limitations
beyond that and may only be used with the device and such.
Files: *
Copyright: 2001-2015, Digium, Inc
License: GPL-2-Digium
Files: debian/*
Copyright: 2015 Oron Peled <oron.peled@xorcom.com>
License: GPL-2+
Files: drivers/dahdi/xpp/*
Copyright: 2004-2015, Xorcom
License: GPL-2+
Files: drivers/dahdi/xpp/firmwares/*.hex
Copyright: 2004-2015, Xorcom
License: Xorcom-Firmwares
Redistribution and use of the microcode software ( Firmware ) is
permitted provided that the following conditions are met:
.
1. Firmware is redistributed verbatim without any modification;
2. Any reproduction of Firmware must contain the above
copyright notice, this list of conditions and the below
disclaimer in the documentation and/or other materials
provided with the distribution; and
3. The name of Xorcom may not be used to endorse or promote
products derived from this Firmware without specific prior
written consent.
.
Disclaimer: Xorcom provides this firmware "as is" with no warranties
or indemnities whatsoever. Xorcom expressly disclaims any express,
statutory or implied warranties, including, but not limited to, the
implied warranties of merchantability, fitness for a particular
purpose and non-infringement. In no event shall Xorcom be liable for
any direct, indirect, incidental, special, exemplary, or consequential
damages (including, but not limited to, procurement of substitute
goods or services; loss of use, data, or profits; or business
interruption) however caused and on any theory of liability, whether
in contract, strict liability, or tort (including negligence or
otherwise) arising in any way out of the use of this firmware, even
if advised of the possibility of such damage. User acknowledges and
agrees that the purchase or use of the firmware will not create or
give grounds for a license by implication, estoppel, or otherwise in
any intellectual property rights (patent, copyright, trade secret,
mask work, or other proprietary right) embodied in any other Xorcom
hardware or firmware either solely or in combination with the firmware.
Files: debian/OCT6104E-256D.ima
Copyright: 2012, Octasic Inc.
License: Octasic
Comment:
This is NOT a general license. This is a copy of a license granted by
Octasic Inc. to Xorcom Inc.
.
Generally however it allows everyone free redistribution of unmodified
licensce files with the usual limitations (e.g.: no reverse engineering).
Files: drivers/dahdi/xpp/XppConfig.pm
License: GPL-1+ or Artistic
This program is free software; you can redistribute and/or
modify it under the same terms as Perl itself.
.
On Debian systems you may find the Artistic License on
/usr/share/common-licenses/Artistic and the General Public License v.1 on
/usr/share/common-licenses/GPL-1 .
Copyright: 2008, Xorcom
Comment: Written by Oron Peled <oron@actcom.co.il>
Files: drivers/dahdi/dahdi-sysfs-chan.c
drivers/dahdi/dahdi-sysfs.c
drivers/dahdi/dahdi.h
Copyright: 2011, Digium, Inc
2011, Xorcom
2011-2012, Digium, Inc
2011-2012, Xorcom
License: GPL-2-Digium
Files: drivers/dahdi/oct612x/*
Copyright: 2001-2007 Octasic Inc.
License: GPL-2+-OCTAPI
Files: drivers/dahdi/datamods/hdlc_cisco.c
drivers/dahdi/datamods/hdlc_fr.c
drivers/dahdi/datamods/hdlc_generic.c
drivers/dahdi/datamods/hdlc_ppp.c
drivers/dahdi/datamods/hdlc_raw.c
drivers/dahdi/datamods/hdlc_raw_eth.c
Copyright: 1999 - 2005, Krzysztof Halasa <khc@pm.waw.pl>
License: GPL-2-Digium
Files: drivers/dahdi/dahdi-base.c
drivers/dahdi/dahdi-version.c
drivers/dahdi/makefw.c
drivers/dahdi/tor2-hw.h
drivers/dahdi/tor2.c
drivers/dahdi/wct4xxp/base.c
Copyright: 2001, - 2012, Digium, Inc
2001, Jim Dixon
2001-2008, Digium, Inc
2001-2012, Digium, Inc
2011, Digium, Inc
Zapata Telephony
License: GPL-2-Digium
Files: drivers/dahdi/voicebus/GpakApi.c
drivers/dahdi/voicebus/GpakApi.h
drivers/dahdi/voicebus/GpakHpi.h
drivers/dahdi/voicebus/gpakErrs.h
drivers/dahdi/voicebus/gpakenum.h
Copyright: 2001 - 2005, Adaptive Digital Technologies, Inc
License: GPL-2-Digium
Files: drivers/dahdi/voicebus/GpakCust.c
Copyright: 2005, Adaptive Digital Technologies, Inc
2005-2010, Digium Incorporated
License: GPL-2-Digium
Files: drivers/dahdi/biquad.h
drivers/dahdi/dahdi_echocan_sec.c
drivers/dahdi/dahdi_echocan_sec2.c
drivers/dahdi/ecdis.h
drivers/dahdi/fir.h
Copyright: 2001, Steve Underwood
2002, Steve Underwood
License: GPL-2-Digium
Files: drivers/dahdi/datamods/syncppp.c
Copyright: 1994 Cronyx Ltd.
Comment: Author: Serge Vakulenko, <vak@zebub.msk.su>
License: GPL-2+
Files: drivers/dahdi/dahdi_dynamic_loc.c
Copyright: 2004, Axialys Interactive
License: GPL-2-Digium
Files: drivers/dahdi/dahdi_dummy.c
Copyright: 2002, Hermes Softlab
2004-2012, Digium, Inc
License: GPL-2-Digium
Comment: Not used anymore.
Files: drivers/dahdi/wctdm24xxp/base.c
Copyright: 2005, - 2012, Digium, Inc
2006, Jim Dixon and QRV Communications
License: GPL-2-Digium
Files: drivers/dahdi/pciradio.c
Copyright: 2001-2007, Jim Dixon
Zapata Telephony
License: GPL-2-Digium
License: GPL-2-Digium
* This program is free software, distributed under the terms of
* the GNU General Public License Version 2 as published by the
* Free Software Foundation. See the LICENSE file included with
* this program for more details.
.
On Debian systems, the complete text of the GNU General
Public License version 2 can be found in "/usr/share/common-licenses/GPL-2".
License: GPL-2+
This package is free software; you can redistribute it and/or modify
it under the terms of the GNU General Public License as published by
the Free Software Foundation; either version 2 of the License, or
(at your option) any later version.
.
This package is distributed in the hope that it will be useful,
but WITHOUT ANY WARRANTY; without even the implied warranty of
MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the
GNU General Public License for more details.
.
You should have received a copy of the GNU General Public License
along with this program. If not, see <http://www.gnu.org/licenses/>
.
On Debian systems, the complete text of the GNU General
Public License version 2 can be found in "/usr/share/common-licenses/GPL-2".
License: GPL-2+-OCTAPI
This file is part of the Octasic OCT6100 GPL API . The OCT6100 GPL API is
free software; you can redistribute it and/or modify it under the terms of
the GNU General Public License as published by the Free Software Foundation;
either version 2 of the License, or (at your option) any later version.
.
The OCT6100 GPL API is distributed in the hope that it will be useful, but
WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY
or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License
for more details.
.
You should have received a copy of the GNU General Public License
along with the OCT6100 GPL API; if not, write to the Free Software
Foundation, Inc., 51 Franklin St, Fifth Floor, Boston, MA 02110-1301 USA.
.
On Debian systems, the complete text of the GNU General
Public License version 2 can be found in "/usr/share/common-licenses/GPL-2".
License: Octasic
KEYED OBJECT CODE LICENSE AGREEMENT
.
THIS OBJECT CODE LICENSE AGREEMENT is made as of the 4th day of June, 2012
(the “Effective Date”) by and between Octasic Inc., a corporation
incorporated under the federal laws of Canada having its principal place of
business at 4101 Molson Street, Suite 300, Montreal, Quebec, Canada H1Y 3L1
and fax no. (514) 282-7672 (“Octasic”) and XORCOM Ltd., a corporation
incorporated under the laws of Israel having its principal place of
business at Rabin House, Misgav Industrial Park, 20174 Israel (the
“Licensee”).
.
BACKGROUND
1. Octasic designs and sells various models of semiconductor products for
use in various applications.
2. Octasic provides a binary object code image and a license key file to
purchasers of its semiconductors which is loaded to a device by the
purchaser to enable its operation. A different version of the license
key file is provided for use with each different model of a semiconductor
product.
3. The Licensee has agreed to purchase certain models of Octasic
semiconductors identified by a valid quotation from Octasic.
4. Octasic has agreed to provide to the Licensee, pursuant to the terms of
this Agreement, a License Unit License to use a single instance of binary
object code image and license key file in conjunction with the purchase
of a corresponding model of Octasic semiconductor device.
5. Octasic has agreed to provide to the Licensee, pursuant to the terms of
this Agreement, a Development License to use any number of instances of a
binary object code image and license key file within the Licensee’s
premises to develop product that incorporates one or more Octasic
semiconductor devices.
6. If the Octasic code provided under this agreement provides an
implementation of the Global IP Solutions iLBC codec, this code
implementation was developed using Source Code from Global IP Solutions
and is distributed under the terms of the “Global  IP Solutions iLBC
Public License, v3.0”.  In compliance with said license, the Source Code
version of the Original Code is available under the terms of this
license.
.
NOW THEREFORE the Parties hereby agree as follows:
.
ARTICLE I
INTERPRETATION
1.1 Definitions. In this Agreement, unless the context requires
otherwise, the following terms shall have the following meanings:
“Agreement” means this Object Code License Agreement as the same may
be amended from time to time in accordance with the provisions hereof;
“hereof”, “hereto” and “hereunder” refer to this Agreement as a whole
and not to any particular article or section. “Article” or “Section”
refer to the specified article or section of this Agreement;
“Confidential Information” means all information relating to either
Party or to such Party’s business, products, sales, customers, trade
secrets, technology or financial position to which access is obtained
or granted by virtue of entering into, or carrying out the terms of,
this Agreement which when disclosed to the other Party is marked or
otherwise designated as confidential or which, by the nature of the
information or the circumstances of its disclosure, would reasonably
be regarded as confidential. In all cases, Confidential Information
automatically includes the Object Code in any form. Confidential
Information shall not include any data or information which is, or
becomes, publicly available other than by breach of this Agreement or
which a Party can establish was either lawfully in its possession
prior to receipt from the disclosing Party or was obtained from a
third party having no obligation of confidence with respect thereto;
“Device” means an Octasic semiconductor product;
“Model” means an orderable item from Octasic identified in a valid
quotation which when purchased by the Licensee results in the delivery
of a specific Octasic Device and the transfer to the Licensee of a
single and specific License Unit License identified by the Quotation.
“Effective Date” has the meaning given thereto on the first page of
this Agreement;
“Parties” means Octasic and the Licensee and Party means either one of
them;
“Person” includes an individual, company, corporation, partnership,
government or governmental agency, authority or entity howsoever
designated or constituted;
“Object Code” means a binary object code image with its associated
license key file which is loaded to a Device to enable its operation.
This binary object code image and license key file are delivered by
Octasic via various media to purchasers of its semiconductor products.
Different versions of this Object Code with different license key
files may be provided for use with different models and includes any
modifications, improvements, corrections or new versions of the Object
Code that may be provided by Octasic to the Licensee from time to
time.
1.2 Headings. The headings in this Agreement are for convenience of
reference only and shall not affect the construction or interpretation
hereof.
1.3 Entire Agreement. This Agreement constitutes the entire Agreement
between the Parties pertaining to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations and discussions, oral or
written, between the Parties. The execution of this Agreement has not been
induced by, nor do either of the Parties rely upon or regard as material,
any representations, warranties, conditions, other agreements or
acknowledgements not expressly made in this Agreement.
1.4 Severability. If any of the provisions contained in this Agreement
are found by a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, the validity, legality or enforceability of
the remaining provisions contained herein shall not be in any way affected
or impaired thereby.
1.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Quebec and the federal laws of
Canada applicable therein (excluding any conflicts of laws rules which
would refer its construction to the laws of another jurisdiction) and shall
be treated, in all respects, as a Quebec contract. The Parties hereby
irrevocably submit to the non-exclusive jurisdiction of the courts of the
Province of Quebec. The Parties expressly exclude the application of the
United Nations Convention on Contracts for the International Sale of Goods.
.
ARTICLE II
LICENSE TERMS
2.1 License Unit License. Subject to the terms and conditions of this
Agreement, for each Model unit purchased by Licensee, Octasic grants to
Licensee a limited, nonexclusive, non-transferable, worldwide Object Code
license to use, copy, and distribute the Object Code solely when embedded
in Licensee's product. Each License Unit License permits the loading and
execution of the Object Code on a single Device. Licensee may sublicense to
Licensee's customers the right to use the Object Code solely when embedded
in Licensee's Product. Licensee agrees any such sublicense to the Object
Code shall be pursuant to a written license agreement between Licensee and
sublicensee which restricts sublicensee's use to Object Code embedded in a
product and prohibits sublicensee from copying the Object Code, or reverse
engineering, decompiling, or disassembling the Object Code. Licensee may
not sublicense the Object Code other than as explicitly set forth in this
Section. Licensee does not obtain any rights pursuant to the License Unit
License other than as explicitly granted in this agreement.
2.2 Development License. Upon execution of this Agreement and subject to
the terms and conditions of this Agreement, Octasic grants to Licensee a
limited, nonexclusive, non-transferable, Object Code license to (i) use the
Object Code for Licensee's internal use on projects related to producing
products to be sold by Licensee, on Licensee’s premises only and (ii) use
Object Code to demonstrate Licensee's product to Licensee's customers and
potential customers. This Development License only entitles Licensee to use
the Object Code for internal use and demonstration as set forth herein, and
does not give the Licensee the right to use the Object Code, modify the
Object Code, or distribute, sublicense or otherwise transfer the Object
Code directly or indirectly through third parties. Licensee does not obtain
any rights pursuant to the Development License other than those explicitly
granted in this Agreement.
2.3 Restrictions on Use. The Licensee acknowledges that the Object
Code represents an important asset of Octasic’s and that any
unauthorized use by the Licensee, or by any other Person, could cause
significant damage to Octasic’s business. Accordingly, the Licensee
agrees that it shall not, for any purpose:
a) attempt to modify the Object Code;
b) attempt to reverse engineer, decompile, disassemble, reverse assemble,
reverse compile or in any other manner attempt to derive source code or
other Confidential Information from the Object Code;
c) license or distribute the Object Code in conjunction with any computer
software, firmware or hardware that enables or permits any use of the
Object Code, or any portion of it, other than the limited uses expressly
permitted herein; or
The Licensee shall take all reasonable precautions to prevent third
parties, including its third party manufacturers and customers, from
using the Object Code in any way that would constitute a breach of this
Agreement including, without limitation, taking such precautions as the
Licensee would otherwise take to protect its own proprietary Object
Code.
2.4 Distribution License. As an alternative to section 2.1 to 2.3 but
subject to the other terms and conditions of this Agreement, the Licensee
may also distribute and sublicense the Object Code as part of a Licensee
software product. Although distributed separately, the Object code is
intended to be used solely with the Device.
.
ARTICLE III
TITLE
3.1 Octasic Ownership. The Licensee acknowledges and agrees that
the Object Code is the exclusive property of Octasic and that no term of
this Agreement shall be construed as conveying title in the Object Code,
or any portion thereof, to the Licensee. The Licensee shall not take
any action which purports to create a claim, lien or encumbrance on the
Object Code and any such act, if taken, shall be void.
3.2 Copyright Notices. The Licensee shall ensure that all copies of
the Object Code distributed to its manufacturers and its customers
include the copyright notices and proprietary legends of Octasic as they
appear in the Object Code.
.
ARTICLE IV
CONFIDENTIALITY
4.1 Confidentiality. Subject to Section 4.2 hereof, each Party
agrees that it shall keep the Confidential Information of the other
Party in the strictest confidence and that it shall take all reasonable
precautions to protect the Confidential Information from any use,
disclosure or copying except as expressly authorized by this Agreement.
Each Party shall restrict access to the Confidential Information to
those of its employees requiring access to it for the purpose of
carrying out the terms of, or exercising the rights authorized by, this
Agreement. Each Party shall implement such procedures as the other
Party may reasonably request from time to time to improve the security
of the Confidential Information in its possession.
4.2 Mandatory Disclosure. A Party may disclose such Confidential
Information of the other Party as is required in order to comply with a
court order or other legal requirement provided that, if a Party
receives notice indicating that it may be legally compelled to disclose
such Confidential Information, it will provide the other Party with
prompt notice of such requirement so that the other Party may, at its
sole option, discretion and expense, seek a protective order or other
appropriate remedy. In any event, a Party disclosing Confidential
Information pursuant to this Section 4.2 shall only disclose that
portion of the Confidential Information as is required to comply with
the legal requirement.
.
ARTICLE V
AUDIT
5.1 Record Keeping. The Licensee shall keep full, clear and
accurate records regarding the manufacture and sale of products
containing the Object Code or any portion thereof. These records, for
any particular Object Code, shall be retained for at least five (5)
years from the date that the Licensee pays the purchase price for any
Model provided by Octasic with which the Licensee is authorized to use
the Object Code pursuant to the terms hereof.
5.2 Audit. Octasic may, at its request, have an independent public
accountant examine the Licensee’s records with respect to the
manufacture and sale of products containing the Object Code. Such
examination shall take place upon reasonable notice and during the
normal business hours of the Licensee. The Licensee hereby agrees that
it shall grant access to the relevant records and cooperate with the
independent accountant engaged by Octasic during conduct of the audit.
The costs of the audit shall be borne by Octasic unless the audit
reveals breach of this Agreement in which event all costs relating to
the audit shall be borne by the Licensee.
.
ARTICLE VI
WARRANTIES AND INDEMNITIES
6.1 Free of Encumbrances. Octasic represents and warrants that
there are not, nor will there be, any liens, encumbrances, security
interests or other rights against the Object Code which would interfere
with the Licensee’s ability to exercise the rights granted to it
hereunder. Title to the media upon which the Object Code will be
provided shall be free and clear of all encumbrances by Octasic to the
Licensee.
6.2 Limited Warranty. Octasic warrants that, for a period of ninety
(90) days (the “Warranty Period”) from the date of delivery of any
Object Code by Octasic to the Licensee, the Object Code will conform, in
all material respects, to any specifications relating to such Object
Code provided by Octasic to the Licensee. Octasic’s sole obligation
pursuant to this warranty shall be to repair or replace any Object Code
component failing to perform in accordance with such specifications of
which Octasic has received notice prior to expiration of the Warranty
Period. Notwithstanding the foregoing, Octasic shall not be under any
obligation to repair or replace any Object Code which fails to perform
in accordance with the specifications as a result of combination of the
Object Code with any software not provided by Octasic or improper or
unauthorized operation, interconnection or installation.
The warranty provided pursuant to this Section 6.2 is contingent upon
the Licensee’s installation of any and all corrections, enhancements,
updates and new versions of the Object Code which may be provided to the
Licensee by Octasic from time to time.
6.3 Limitation on Warranties. Other than the warranties provided
pursuant to Section 6.1 and 6.2 hereof, Octasic makes no warranties or
representations and expressly disclaims, to the extent permitted by law,
all warranties, representations, conditions and guarantees of any kind,
expressed or implied, in relation to the Object Code including, but not
limited to, all warranties, representations and conditions of
merchantability, fitness for a particular purpose, title, non-
infringement and warranties arising by statute or otherwise in law or
from a course of dealing or usage of trade. In particular, without
limiting the foregoing, Octasic does not warrant that the operation of
the Object Code will be uninterrupted or error free or that the Object
Code will meet the Licensee’s individual requirements.
6.4 Limitation of Liability. The Licensee acknowledges that
Octasic’s price for the Devices and for use of the Object Code does not
provide adequate consideration for the assumption, by Octasic, of any
liability for any claims arising from, or relating to, this Agreement or
from the Licensee’s use of, or reliance upon, the Object Code.
Accordingly, the Licensee agrees that its remedies for any individual
claim arising from or relating to this Agreement or use of, or reliance
upon, the Object Code shall be limited to the price paid by the Licensee
for use of the specific Object Code related to the claim or, in the case
of a claim not directly relating to the use of specific Object Code, to
the price paid by Licensee for use of the Object Code. Furthermore, the
Licensor’s total aggregate liability for all claims arising from, or
relating to, this Agreement or the Licensor’s use of, or reliance upon,
any and all Object Code, whether such claims are based on contract, tort
or otherwise, shall not exceed the price paid by the Licensee for use of
the Object Code. The Parties acknowledge that this limitation of
liability provision reflects an informed, voluntary allocation of the
risks (known and unknown) that may exist in connection with the
provision of the Object Code hereunder. IN NO EVENT SHALL OCTASIC, OR
ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY PUNITIVE,
EXEMPLARY, AGGRAVATED, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, NOR
SHALL OCTASIC BE LIABLE FOR ANY DAMAGES RELATING OR TO OR ARISING AS A
CONSEQUENCE OF, LOSS OF PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF USE
OR LACK OF AVAILABILITY OF THE LICENSEE’S FACILITIES, INCLUDING ITS
COMPUTER RESOURCES, LOSS OF DATA, BUSINESS INTERRUPTIONS OR OTHER
INTANGIBLES ARISING OUT OF OR IN ANY WAY RELATED TO THE USE, INABILITY
TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF THE OBJECT
CODE OR THAT RESULT OR MAY RESULT FROM ERRORS, DEFECTS, OMISSIONS,
DELAYS IN OPERATION OR TRANSMISSION OR ANY OTHER FAILURE OF PERFORMANCE
OF THE OBJECT CODE, EVEN IF OCTASIC HAS BEEN ADVISED PREVIOUSLY OF THE
POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARISE FROM
CONTRACT, TORT, EQUITY, PURSUANT TO ANY LEGISLATION OR OTHERWISE.
6.5 Claims Regarding Intellectual Property Infringement. OCTASIC
shall defend, at its own expense and at PURCHASER’s request, any action
brought against PURCHASER insofar as it is based on a claim that the
Object Code supplied hereunder infringes a Canadian or United States
patent. OCTASIC shall pay all costs of defense and settlement,
together with any judgment which may be finally awarded provided: (i)
OCTASIC is promptly notified in writing of any such claim; (ii)
PURCHASER affords OCTASIC full control and authority to defend and/or
settle such claim; (iii) PURCHASER provides OCTASIC all necessary
information and assistance to enable OCTASIC to defend such claim; and
(iv) such claim is not the result of a) a combination, operation or
utilization of Object Code with devices, designs, parts or software not
provided by OCTASIC; b) any modification made by PURCHASER of Object
Code or c) any essential intellectual property required by industry
standard(s) with the exception of G.729AB. OCTASIC shall not be
responsible for any settlement or arrangement made by PURCHASER without
OCTASIC’s written consent. If such a claim has occurred, or in
OCTASIC’s opinion it is likely to occur, PURCHASER agrees to permit
OCTASIC, at its option and expense, either to procure for PURCHASER the
right to continue using the Object Code or to replace or modify the same
so that they become non-infringing, or, if neither of the foregoing
alternatives is reasonably available, to refund the PURCHASER the price
thereof as depreciated or amortized by an equal annual amount over the
lifetime of the associated Device as established by OCTASIC. OCTASIC
shall not be liable for any claim based on PURCHASER’s use of the Object
Code as shipped after OCTASIC has informed PURCHASER of modifications or
changes in the Object Code required to avoid such claims and offered to
provide those modifications or changes if such claim would have been
avoided by implementation of OCTASIC’s modifications or changes. THE
FOREGOING STATES THE ENTIRE OBLIGATION OF OCTASIC WITH RESPECT TO
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE FOREGOING IS GIVEN TO
PURCHASER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND OCTASIC EXPRESSLY
DISCLAIMS ALL, WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE OBJECT
CODE..
.
ARTICLE VII
TERMINATION
7.1 Termination by Octasic. In addition to the right of termination
provided pursuant to Section 6.5 hereof, Octasic shall have the right,
on notice to the Licensee, to terminate this Agreement if the Licensee
should fail to pay an amount when due with respect to use of any of the
Object Code and such breach is not cured within twenty (20) days after
written notice of such is given to it by Octasic.
7.2 Termination by either Party. Either Party shall have the right,
on notice to the other Party to terminate this Agreement if:
a) the other Party becomes insolvent or files, or consents to, a petition
in bankruptcy or is adjudicated bankrupt or insolvent or makes an
assignment for the benefit of creditors or an arrangement pursuant to
any law regarding bankruptcy or the rights of creditors or discontinues
or dissolves its business or if a receiver is appointed with respect to
its business or assets and is not discharged within thirty (30) days; or
b) the other Party fails to perform any of the material obligations set
forth in this Agreement provided, however, that if such default is
remediable, it continues for a period of twenty (20) days after written
notice of such has been given by the non-defaulting Party.
7.3 Consequences of Termination. Upon termination of this Agreement
with respect to any Object Code, without prejudice to any other rights
which the Parties may have, all rights, privileges and licenses granted
to the Licensee hereunder with respect to such Object Code shall
forthwith terminate and the Licensee shall forthwith cease use of such
Object Code, uninstall and return to Octasic all copies of such Object
Code and destroy all products incorporating such Object Code, or any
part thereof, in the Licensee’s control or possession.
.
ARTICLE VIII
GENERAL
1. Notices. Any notice or communication required or permitted to be given
hereunder shall be made in writing and shall be deemed to have been
properly given if delivered in person, sent by prepaid registered mail or
transmitted by confirmed receipt facsimile, addressed to the Party at its
address or facsimile number shown on the first page hereof or to such
other address or facsimile number as a Party may furnish to the other
Party by notice in accordance with this provision. Notices will be
deemed effective on the date of delivery or transmission, if such
delivery or transmission is made during the normal business hours of the
addressee on a business day and, if not, on the next business day, or on
the fifth day after mailing.
8.2 Amendment. Any amendment of this Agreement must be made in the
form of a written amending agreement to this Agreement and must be
executed by both Parties.
8.3 Assignment. The Licensee may assign all of its rights and
obligations hereunder to a purchaser of all or substantially all of the
assets of the Licensee. Otherwise, the Licensee shall not assign any of
its rights or obligations hereunder without the prior written consent of
Octasic. Notwithstanding any assignment of this Agreement by the
Licensee, the Licensee shall continue to be bound by the confidentiality
obligations pursuant to Section 4.1. Octasic may assign or otherwise
transfer any or all of its rights and obligations hereunder to any other
Party without notice to or consent from the Licensee. This Agreement
shall accrue to the benefit of, and be binding upon, the Parties, their
respective successors and permitted assigns.
8.4 Waiver. No waiver by either Party of any provision of this
Agreement, in any one or more instances, shall be deemed to be, or
construed as, a waiver of the same or any other provision of this
Agreement on any future occasion.
8.5 Independent Parties. The Licensee and Octasic are independent
entities, and no agency, partnership, joint venture, employee-employer,
or franchiser-franchisee relationship is intended or created by this
Agreement.
8.6 Survival. The following provisions shall survive any
termination of this Agreement: Sections 3.1, 4.1, 4.2, 5.1, 5.2, 6.2,
6.3, 6.4, 7.3 and 8.6.
8.7 Counterparts. This Agreement may be executed in counterparts
and all executed counterparts taken together shall constitute one
Agreement.
8.8 Facsimile Execution. To evidence the fact that it has executed
this Agreement, a Party may send a copy of its executed counterpart to
the other Party by facsimile transmission.
.
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be
duly executed.
.
|OCTASIC INC. | |LICENSEE: |
|By: | |By: |
|(Authorized Officer | |(Authorized Officer |
|Signature) | |Signature) |
| | | |
|(Printed Name) | |(Printed Name) |
| | | |
|(Title) | |(Title) |
| | | |
|(Date) | |(Date) |
.
.
Reference in New Issue View Git Blame Copy Permalink