eCosPro License

eCosPro License
	Part 1. Licenses

1. Preamble

This License sets out the permissions granted by the Licensor for the Licensee to make Commercial use of the Software, and defines the terms and conditions under which those permissions are granted.

Where software has been previously provided under the eCosPro Non-Commercial Public License Version 1.0 by the Licensor, the Licensor agrees to relicense the Non-Commercial Software to the Licensee under the terms and conditions of this License.

By using the Software, the Licensor agrees to the terms and conditions of this License, including Appendix A, Schedule A: Commercial Usage, and accepts that the permissions granted are subject to the terms and conditions of this License.

2. Definitions

The following terms used within this license have the corresponding meaning:

Commercial: Primarily intended for or directed towards commercial advantage or monetary compensation.
Commercial Software: The software specified in section A.2.a of Appendix A, Schedule A: Commercial Usage.
Host Software: Software or Software Derivatives, in any form, that are used in the development and production of Target Software and which executes on a host computer, and any associated documentation.
License: Version 3.0 of the eCosPro License, in conjunction with Appendix A, Schedule A: Commercial Usage.
Licensee: The Licensee provided in Appendix A, Schedule A: Commercial Usage.
Licensor: The Licensor provided in Appendix A, Schedule A: Commercial Usage.
Middleware: Software identified as part of an eCosPro Middleware Package as described in section 6, Appendix A of the eCosPro Non-Commercial Public License Version 1.0.
Non-Commercial: Not primarily intended for or directed towards commercial advantage or monetary compensation.
Non-Commercial Software: Software (in any form) and documentation identified as licensed under the eCosPro Non-Commercial Public License Version 1.0 that is distributed and licensed by Licensor.
Relicensed Software: The software specified in section A.2.b of Appendix A, Schedule A: Commercial Usage.
Software: The software specified in section A.2 of Appendix A, Schedule A: Commercial Usage.
Software Derivatives: Refers to any work derived or based on the Software in formats other than the source code form of the Software. This includes and is not limited object, binary, executable, encrypted or compressed forms of the work.
Target Hardware: The Target(s) specified in section A.3 of Appendix A, Schedule A: Commercial Usage.
Target Software: Software or Software Derivatives in object, binary or executable form that are intended to execute on the Target Hardware.

3. Grant of License

The Licensor hereby, and as set out in Appendix A, Schedule A: Commercial Usage, licenses the Software under the terms and conditions of this License and grants the Licensee a non-transferable, non-exclusive license to use the Software in accordance with this License.
Redistribution of Commercial Software in any form other than that of Target Software is strictly prohibited.
Redistribution of Host Software in any form is strictly prohibited.
Redistribution of Relicensed Software by the Licensee is permitted under the terms of the eCosPro Non-Commercial Public License Version 1.0.
This License is not valid unless Appendix A, Schedule A: Commercial Usage has been authorised and signed by an authorised representative of the Licensor.

4. Terms and Conditions

The Software components that are licensed for use under this License are subject to the following terms and conditions:

Definition of Use
1. The Licensee is granted a non-transferable, non-exclusive right to use the Software and Host Software in the development and production of Target Software. The Licensee may study and modify the source code of the Software where provided and may compile and assemble the Software or modified versions thereof to create Target Software.
2. The Licensee is permitted unlimited distribution of Target Software, or derivatives thereof, for Commercial purposes.
Protection and Security
The Licensee is strictly prohibited from disclosing the Commercial Software, Software Derivatives of Commercial Software, utilities, installation programs, associated documentation, or other proprietary information made available under under the terms of this License to any other parties, regardless of whether or not these were modified by the Licensee.
Except in relation to the Target Software where distribution is permitted by 4.a.ii, the Licensee agrees to take reasonable measures to protect all proprietary information and copyrights of Licensor in regards to the Commercial Software and Software Derivatives of Commercial Software to ensure that no unauthorised person has access to the aforementioned and that there is no unauthorised copying or distribution of the aforementioned.
Transfers
The Licensee may not distribute (except as provided for under 4.a.ii), sublicense, lease, rent nor lend the Commercial Software or Software Derivatives of Commercial Software, or any lawful copies thereof, or otherwise transfer any of their rights under this License to any other party without the prior written consent of the Licensor.
Audit
The Licensee shall keep all necessary accounting records for purposes of determining their compliance to this License. The Licensor, or its representative, shall have the right to audit, by prior appointment during normal business hours and no more than once per year, the Licensee's relevant records and accounts that may contain information regarding the Licensee's exercise of its rights and the performance of its obligations under this License. Any information so revealed to the Licensor shall be kept in confidence and used solely for the purpose of verifying the Licensee's compliance with this License.
Term
This license is effective until terminated.
Termination
1. This license will terminate under the following conditions:
  1. The Licensee violates its obligations as defined by this License; or
  2. The Licensee violates its obligations as defined section 4 (“License Conditions and Attribution”) of the eCosPro Non-Commercial Public License Version 1.0 if the Licensee chooses to share Non-Commercial Software; or
  3. The Licensor reasonably believes that the Licensee has violated its obligations as defined by this License and the failure has not been corrected within 30 days after notification by the Licensor; or
  4. The Licensee does not pay the full invoiced amount within 30 days past the net payment terms specified in the Licensee's purchase order, where provided, to Licensor;
  5. The Licensee becomes or is deemed insolvent; or
  6. Any distress or execution is levied on any of the Licensee's property or assets; or
  7. The Licensee makes or offers to make any arrangement or agreement or composition with creditors; or
  8. The Licensee files a bankruptcy petition; or
  9. The Licensee is subject to any proceedings which are equivalent or substantially similar to any of the proceedings under the above sub-clauses 5, 6, 7 or 8 under any applicable jurisdiction.
  If any of the the above sub-clauses 5, 6, 7 or 8 are deemed invalid in any applicable jurisdiction, the remainder of this License shall remain valid.
2. Upon termination, the Licensee must:
  1. cease all use of the Commercial Software and Software Derivatives of the Commercial Software, including all distribution of Target Software derived either in full or in part from Commercial Software; and
  2. immediately return or destroy the Commercial Software, Software Derivatives of Commercial Software, utilities and associated documentation; and
  3. certify in writing to Licensor the completion of the above sub-clauses 1 and 2 in this section 4.f.ii.
Upon termination, there will be no refund of any monies paid by Licensee.
Termination of this license does not require the return or destruction of Target Software shipped by Licensee prior to license termination.

5. No Warranty

This software is provided by the Licensor as is and any express or implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non- infringement of intellectual property rights, except where section 6.b and 6.c apply, are disclaimed. The Licensor does not warrant that the Software will meet the Licensee's requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.

This section (Section 5, “No Warranty”) will survive the termination of this License for any reason.

6. Intellectual Property Rights

The intellectual property rights in the Software shall remain vested in the Licensor.
This section (6.a) will survive the termination of this License for any reason.
In the event any Software infringes a third party's intellectual property rights, Licensor undertakes to either:
1. replace or modify the affected code so that it would not be infringing anymore; or
2. obtain at Licensor's expense a license of use for Licensee having the same scope of this License.
The Licensor will indemnify the Licensee against any loss or damage suffered or incurred by the Licensee as a result of any claim that the use or possession by the Licensee in accordance with this agreement of any Software infringes the intellectual property rights of any third party.

7. Disclaimer of Damages

Some countries, including member countries of the European economic area, or some of their states, do not allow the limitation or exclusion of liability for incidental or consequential damages so the below limitation or exclusion may not apply to the Licensee.

To the maximum extent permitted by applicable law and regardless of whether any remedy set forth herein fails of its essential purpose, in no event will the Licensor be liable to the Licensee for any special, consequential, indirect or similar damages, including any lost profits or lost data arising out of the use or inability to use the software even if the Licensor has been advised of the possibility of such damages.

8. General

This License is governed by English law. Both the Licensor and the Licensee submit to the exclusive jurisdiction of the English courts in relation to any dispute concerning this agreement but the Licensor is also entitled to apply to any court worldwide for injunctive and other remedies in order to protect or enforce its Intellectual Property Rights.


B. Appendix B: Example Usage		A. Schedule A: Commercial Usage