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authorMichael Sterrett <mr_bones_@gentoo.org>2008-03-26 01:45:44 +0000
committerMichael Sterrett <mr_bones_@gentoo.org>2008-03-26 01:45:44 +0000
commite983e86143ed23ba5d5e50097f28e05048ec81e1 (patch)
tree0fbad5fcd70f2130f5556bc12fd322c77983fa79 /licenses
parentFixed typo causing wrong ant target to be called. (diff)
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-Orion Application Server License Agreement
-
-IronFlare AB ("IronFlare") grants the Licensee (the "Licensee") a non-exclusive
-and non-transferable License (as hereinafter defined) for the software Orion
-Application Server (the "Software"), including Documentation (as hereinafter
-defined). The License permits the Licensee to Use (as hereinafter defined) the
-Software on a single computer system, (the "System") for use only upon the
-terms and subject to the conditions contained herein.
-
-1 Definitions
-
-1.1 "Confidential Information" means this Agreement, all Software listings,
-Documentation, information, data drawings, benchmark tests, specifications,
-trade secrets, object code and machine-readable copies of the Software, source
-code relating to the software, and any other proprietary information supplied
-to Licensee by IronFlare.
-
-1.2 "Documentation" means all online help files or written instructions
-regarding the use of the Software.
-
-
-1.3 "Use" means utilisation of the Software by loading, transmitting or copying
-the same into temporary (e.g. RAM) or permanent memory (e.g. hard disk, CD-ROM
-or other storage device) of the System for the processing of the Software.
-
-
-2. License
-
-2.1 IronFlare hereby grants the Licensee a non-exclusive, non-transferable and
-non-assignable right to Use the Software on one (1) System and use the
-Documentation in connection with Use of the Software (the "License").
-
-2.2 The validity of the License is conditional on payment by the Licensee of a
-license fee for the Software in accordance with this Agreement. The Software
-is NOT free or shareware.
-
-
-2.3 Copies of the Software made in accordance with this Agreement, are covered
-by the provisions of this Agreement.
-
-
-3. License Restrictions
-
-
-
-3.1 Licensee agrees that it will itself, or through any parent, subsidiary,
-affiliate, agent or other third party:
-
-
-3.1.1 not sell, lease, rent, loan, license, sublicense, redistribute, encumber
-or otherwise deal with any portion of the Software or Documentation or
-otherwise permit anyone other than the Licensee either directly or indirectly,
-for payment or otherwise, to make use of or otherwise dispose of the Software
-or the Documentation; the making of copies of the Software or the
-Documentation for private use is therefore prohibited;
-
-
-3.1.2 not decompile, disassemble, or reverse engineer binary portions of the
-Software or otherwise attempt to derive the source code from such portions,
-unless and to the extent required under national law;
-
-
-3.1.3 not create any derivative software or any other software program from the
-Software or based on the Confidential Information provided by IronFlare;
-
-
-3.1.4 not use the Software to provide processing services to third parties,
-commercial timesharing, rental or sharing arrangements, or on a "service
-bureau" basis;
-
-
-3.1.5 not provide, disclose, divulge or make available to, or permit use of the
-Software, the Documentation or the Confidential Information by persons other
-than Licensee's employees;
-
-
-3.1.6 maintain accurate and up-to-date records of the number and location of
-all copies of the Software;
-
-
-3.1.7 supervise and control that use of the Software and the fulfillment of the
-Licensee's other obligations is made in accordance with the terms of this
-Agreement.
-
-
-4. License Fee
-
-
-
-4.1 In consideration of the rights granted herein, the Licensee shall pay
-IronFlare the license fee indicated on the Internet site as the Licensee
-downloaded the Software or any other site that IronFlare informs the Licensee
-of (the "the License Fee") before the first Use of the Software by the
-Licensee. In the event of overdue payment, IronFlare reserves the right to
-charge interest on the amount due at the rate of two per cent per month until
-the date of payment.
-
-
-4.2 If the License is prolonged for another one-year-period according to clause
-6.1 below, the Licensee shall pay to IronFlare the License Fee or, if
-applicable, the adjusted License Fee that IronFlare has informed the Licensee
-of.
-
-
-4.3 The Licensee shall reimburse IronFlare for all sales, use or other taxes,
-fees or duties not based on income, arising out of this Agreement.
-
-
-4.4 Payments to IronFlare according to this Agreement shall be made in
-accordance with IronFlare's instructions on the Internet site as the Licensee
-downloaded the Software or any other site that IronFlare informs the Licensee
-of.
-
-
-5. Upgrades
-
-
-
-5.1 Upon payment to IronFlare of the License Fee, the Licensee shall be
-entitled to receive new versions of the Software during the term of this
-Agreement ("Upgrades"). Upgrades form a part of the Software and this
-Agreement shall apply to such Upgrades.
-
-
-5.2 Upgrades will be made available at the same Internet site as the Licensee
-downloaded the Software or any other site that IronFlare informs the Licensee
-of.
-
-
-5.3 The Licensee may make queries or report errors to IronFlare by means of
-Electronic Mail. IronFlare is under no obligation to support the Software or
-to make error corrections.
-
-
-6. Term and Termination
-
-
-
-6.1 This Agreement shall become effective on the first date on which the
-Licensee Uses the Software (the "Effective Date") and will expire one (1) year
-from the Effective Date ("the Expiry Date"), unless terminated earlier as
-provided in this Agreement. This Agreement will be automatically prolonged for
-an additional one-year-period from the Expiry Date if the Licensee not later
-than on the Expiry Date pays to IronFlare the Licensee Fee as stated in clause
-4.2 above for the following one-year-period.
-
-
-6.2 Notwithstanding any provisions contained herein, this Agreement may be
-terminated with immediate effect by IronFlare upon written notification, if
-Licensee substantially fails to fulfill the Licensee's obligations according
-to this Agreement.
-
-
-6.3 The Licensee may terminate this License at any time by destroying the
-Software, Documentation and all copies thereof.
-
-
-6.4 Upon termination, the Licensee shall (i) immediately return to IronFlare
-all Confidential Information and (ii) pay to IronFlare any and all amounts
-outstanding under this Agreement.
-
-
-6.5 The termination of this Agreement shall be without prejudice to the rights
-of the parties accrued up to the date of such expiry or termination. The
-Licensee shall not be entitled to any refund of fees and other sums paid to
-IronFlare.
-
-
-6.6 Clauses 7, 13 and 14 shall survive termination of this Agreement.
-
-
-7. Intellectual Property Rights
-
-
-
-7.1 The Licensee acknowledges that any and all trademarks, copyrights, patents
-and other intellectual property rights, owned by IronFlare, used or embodied
-in or connected with the Software and the Documentation, shall be and remain
-the exclusive property of IronFlare.
-
-
-7.2 This License does not entail the transfer to the Licensee of IronFlare's
-rights in the form of, among other things, copyright or, where appropriate,
-patent rights or any other intellectual property rights to the Software or the
-Documentation. The License does not include a special patent license, and the
-Licensee may not, therefore, make use of any actual patent.
-
-
-8. Warranty and Limitation of Liability
-
-
-
-8.1 THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER
-EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
-MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
-
-
-8.2 IronFlare DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR- FREE(INCLUDING,
-WITHOUT LIMITATION; FREE FROM VIRUS ETC.) OR THAT SUCH ERRORS WILL BE
-CORRECTED, AND THE LICENSEE IS SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES
-ASSOCIATED WITH RECTIFICATION,LOSS OF DATA, REPAIR OR DAMAGE CAUSED BY SUCH
-ERRORS.
-
-
-8.3 IronFlare SHALL NOT BE LIABLE TO THE LICENSEE OR TO ANY OTHER PARTY FOR ANY
-LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER CAUSED ARISING DIRECTLY OR INDIRECTLY
-IN CONNECTION WITH THIS LICENSE, THE SOFTWARE, ITS USE OR OTHERWISE, EXCEPT TO
-THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED UNDER THE
-APPLICABLE LAW.
-
-
-8.4 NOTWITHSTANDING THE GENERALITY OF CLAUSE 8.3 ABOVE, IronFlare EXPRESSLY
-EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR
-DAMAGE WHICH MAY ARISE IN RESPECT OF THE SOFTWARE HOWSOEVER CAUSED EVEN IF
-ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
-
-
-8.5 IN THE EVENT IronFlare INCURS ANY LIABILITY WHATSOEVER, SUCH LIABILITY IS
-LIMITED TO THE LICENSE FEE PAID BY THE LICENSEE FOR THE SOFTWARE (EXCEPT FOR
-DEATH OR PERSONAL INJURY ARISING FROM IronFlare'S NEGLIGENCE).
-
-
-9. The Licensee's Liability
-
-
-
-The Licensee agrees to indemnify IronFlare and hold IronFlare harmless against
-and from any claim, proceeding, loss, liability, fine, cost and expense
-(including court costs and reasonable fees for attorneys and other
-professionals) incurred as a result of (i) the Licensee failing to fulfill the
-Licensee's obligations or breaching the terms of this Agreement when using the
-Software, (ii) any failure of the Licensee to pay for, or to have all
-necessary rights, approvals and licenses required should the Software be
-interfaced with third party software and/or hardware, and (iii) any use or
-combination of the Software or any part thereof with any other programs or
-materials if such use or combination infringes any intellectual property
-rights of third parties.
-
-
-10. Severability
-
-
-
-In the event that any terms, conditions or provisions contained in this
-Agreement or any part thereof are found to be invalid, unlawful or
-unenforceable to any extent, the parties shall endeavour to agree such
-amendments, which shall in as far as possible effect the intentions expressed
-therein. In default of such agreement, such invalid term, condition or
-provision shall be severed from the remaining terms, conditions and
-provisions, which shall continue to be valid and enforceable to the fullest
-extent permitted by law.
-
-
-11. Assignment
-
-
-
-Neither this Agreement nor any rights granted by virtue of it, or resulting
-from it, may be assigned by the Licensee to others without IronFlare's prior
-written consent.
-
-
-12. Benchmarks
-
-
-
-The Licensee may publish results of any benchmark or comparison tests run on
-the Software, only if IronFlare is sent a copy of such results, as well as the
-actual classfiles or any other files used, or information needed, to perform
-the benchmarks or tests. Such results shall include information about the
-hardware used to run the benchmarks or tests.
-
-
-13. Confidential Information
-
-
-
-13.1 The Licensee shall treat all proprietary and/or Confidential Information
-as strictly confidential. The Licensee hereby agrees that all terms and
-conditions of this Agreement shall be treated as confidential and shall not be
-disclosed to others without IronFlare's prior written consent. This
-confidentiality undertaking shall not apply to any part of the proprietary
-and/or Confidential Information of which the Licensee can prove (i) was known
-to it prior to being furnished to it hereunder (as evidenced by written record
-predating such disclosure), (ii) was or became public knowledge through no
-fault or breach of the terms of this Agreement by the Licensee, (iii) was
-received by the Licensee from a third party in good faith and not in breach of
-any agreement, or (iv) was independently acquired by the Licensee as a result
-of work carried out by an employee of the Licensee to whom no disclosure of
-this proprietary and/or Confidential Information was made.
-
-
-13.2 The Licensee approves IronFlare, when marketing the Software, giving
-public the fact that the Licensee is a user.
-
-
-14. Force Majeure
-
-
-
-Neither the Licensee nor IronFlare shall be liable for breach of any of the
-provisions of this Agreement in case of force majeure. Force majeure shall
-include, but shall not be limited to, inability to supply the Software,
-material breakdown of its equipment, labour disputes of whatever nature or
-cause, and any other circumstances reasonably beyond the control of the party
-claiming that this provision shall apply.
-
-
-15. Applicable law and arbitration
-
-
-
-15.1 This Agreement shall be construed under and governed by the laws of
-Sweden.
-
-
-15.2 Any dispute concerning the interpretation and/or application of this
-Agreement shall be settled by arbitration under the Rules of the Stockholm
-Chamber of Commerce. Arbitration proceedings shall be held in Stockholm,
-Sweden. The proceedings shall be conducted in the English language.
-
-
-15.3 Notwithstanding the provision in clause 15.2, IronFlare may, in its sole
-choice and discretion, institute proceedings concerning the recovery of any
-fees and rates unpaid under this Agreement in any court having jurisdiction
-over the Licensee and also in the District Court of Stockholm, the
-jurisdiction of which the Licensee hereby expressly and irrevocably submits
-to. \ No newline at end of file