PRODUCT LICENSE AGREEMENT (Academic Version – v2009.2)

 

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IMPORTANT INFORMATION – READ CAREFULLY

UNLESS YOU HAVE OBTAINED PERMISSION TO USE THE SOFTWARE UNDER A SEPARATE, DULY SIGNED LICENSE AGREEMENT OR AN EVALUATION LICENSE WITH COVERITY OR AN AUTHORIZED DISTRIBUTOR, THE ACCOMPANYING SOFTWARE IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS AND ANY SUPPLEMENTAL TERMS REFERENCED BELOW AND YOUR RIGHT TO USE THE SOFTWARE IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS AND YOU DO NOT HAVE A SEPARATE LICENSE AGREEMENT AS REFERENCED ABOVE, YOU MAY NOT USE OR COPY THE SOFTWARE AND YOU MUST DELETE ANY COPIES OF IT FROM YOUR SYSTEMS.IF YOU HAVE PAID A LICENSE FEE FOR USE OF THE SOFTWARE AND DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY, WITHIN TEN (10) DAYS OF YOUR INITIAL PURCHASE, REQUEST A REFUND FOR THE SOFTWARE, PROVIDED THAT YOU CERTIFY THAT YOU HAVE NOT AND WILL NOT USE THE SOFTWARE AND THAT YOU HAVE DESTROYED ALL COPIES OF THE SOFTWARE FROM YOUR SYSTEMS.

 

1.SCOPE AND KEY TERMS.

This is a legal agreement concerning your use of the Software described below. The rights granted to the Software are expressly conditioned upon acceptance of these Terms and Conditions by the legal entity or person acquiring the license and, if applicable, responsible for payment.If you are using the Software as an employee or student, the education institute that employs you or in which you are enrolled is the “licensee” and you are binding the education institute, and yourself personally, to these Terms and Conditions by using the Software.References below to “you” or “your” refer to the licensee of the Software.Coverity is the “licensor,” regardless of whether you received the Software from Coverity directly or an authorized distributor.

The Software is the proprietary information of Coverity or its suppliers who retain exclusive title to their intellectual property rights in the Software.Your rights to the Software are limited to those expressly granted below and Coverity reserves all rights not expressly granted in this Agreement.

1.1 Academic Order Forms.The terms and conditions set forth in this Product License Agreement and the Academic Order Form(s) accepted by both you and Coverity or its authorized distributor contain all terms and conditions applicable to your use of the Software (collectively, the “Agreement”).An “Academic Order Form” is an on-line form accessible through Coverity’s academic program website which identifies the specific Software and rights being licensed hereunder, including the License Type, quantity, license term, territory and the Code Base.An Academic Order Form also sets forth the fees and payment terms for the Software licenses.You must refer to a copy of the applicable Academic Order Form to determine these conditions of the Agreement.All Academic Order Forms are subject to Coverity’s acceptance.Additional or different terms on your purchase order shall not apply.

1.2 Academic Use” means use of the Software (i) in the delivery of educational classes regarding developing, analyzing, building and testing software code, and (ii) for the purpose of developing, analyzing, building and testing programming code being developed as part of non-profit academic research, and (iii) for the purpose of comparing results obtained from using the Software with results obtained from using Comparison Technology.

1.3 “Authorized User” means the faculty, staff, and students employed or registered with you.

1.4 “Comparison Technology” means research work being performed by you for purposes other than commercialization.

1.5 “Code Base” means those portions of your software identified in an applicable Academic Order Form by reference to the name of the product, project or package and a maximum number of lines of code.

1.6 “Documentation” means the user documentation, in written, electronic or other format, which describes the Software and its operation and which Coverity makes generally available to its licensed customers for use with the Software.

1.7 “License Type” means the usage rights purchased under the applicable Academic Order Form.The LOC License is described below and other License Types offered by Coverity from time to time can be found at www.coverity.com/licensetype.html.

1.8 An “LOC License” restricts the number of lines of code in the Code Base on which you may use the Software.The Software cannot be used on code exceeding the number of lines of code licensed for use.More information about Coverity’s LOC License policy can be found at http://www.coverity.com/end-user-licenses/line-count-guidelines/.

1.9 “Software” means the specific products provided by Coverity and listed in an Academic Order Form and (a) all related Documentation provided to you.

2. LICENSE.

2. 1 License Grant. Subject to your compliance with the terms and conditions of this Agreement, Coverity grants you a nonexclusive, non-transferable license, solely during the license term and in the territory set out in the applicable Academic Order Form, to (a) use and operate the Software to the extent permitted by your payment of applicable fees for the License Type purchased, solely for internal Academic Use by Authorized Users, and (b) copy the Software as reasonably necessary to exercise the license rights granted in subsection (a).

2. 2 ConditionsThe rights granted to you above are conditional upon your compliance with the following obligations:

a. You will not copy Coverity’s software products or documentation, in whole or in part, except as expressly authorized in this Agreement.

b. You will not transfer, assign, lease, lend or rent Coverity’s software products or documentation, use them to provide service bureau, time-sharing or other computer services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.

c. You will not disassemble, decompile, reverse engineer, modify or create derivative works of Coverity’s software products or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.

d. You will not let the Software, nor the results of operation of the Software, be accessed or used by anyone other than the Authorized Users.

e. You will not disclose to any third party any comparison of the results of operation of Coverity’s software products with other products.

f. You will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Software as delivered by Coverity. You will reproduce such notices on all copies you are authorized to make of the Software.

g. Your use of the Software is time-limited to the licensed term set out in the applicable Academic Order Form, and access may be regulated through a license management tool (a “License Manager”).You will not install or use the Software in a manner that circumvents or interferes with the operation of the License Manager or any other technological measure that controls access to the Software.Some configurations may require the License Manager to be installed only on designated servers.For those configurations, Coverity will support two changes to the designated servers during any twelve month period upon prior written notice.

2.3. Special Terms for Third Party Software.The Software may contain open source or community source software (“Open Source Software”) provided under separate license terms (the “Open Source License Terms”).The applicable Open Source License Terms are identified in a directory named “Licenses” provided with the delivery of the Software.Your use of the Open Source Software in conjunction with the Software in a manner consistent with the terms of this Agreement is permitted, however, you may have broader rights under the applicable Open Source License Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Open Source Software.

2.4. Feedback.You may choose to, but is not required to, provide suggestions, data, feedback and other information to Coverity, its subcontractors or authorized distributors regarding possible improvements in the operation, functionality or use of Coverity’s software products.You hereby grant to Coverity and its subcontractors and authorized distributors, without charge, the right to use, copy, modify and create derivative works of any such suggestions, data, feedback and information solely for the purpose of improving the operation, functionality or use of its existing and future product offerings and commercializing such offerings.

3. CONFIDENTIALITY.

3.1. Confidential Information.“ Confidential Information” means:(a) Coverity’s software products, in byte code or source code form; (b) any authorization keys and passwords delivered in order to operate such products; (c)Documentation, product road maps and development plans, and product pricing information, regardless of whether such information is marked or otherwise identified in writing as confidential; (d) any business, technical or training information of a party that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure; and (e) the specific terms and pricing set forth in any quotation, Academic Order Form or this Agreement.

3.2. Exclusions. Confidential Information does not include information that:(a) is or becomes generally known or available to the public through no act or omission of the party receiving Confidential Information (“Receiving Party”); (b) is rightfully known by the Receiving Party prior to receiving such information from the other party (“Disclosing Party”) and without restriction as to use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information and without breach of this Agreement; or (d)is rightfully received by the Receiving Party from a third party without restriction on use or disclosure.The existence of this Agreement and the nature of the business relationship between the parties are not considered Confidential Information.

3.3. Use and Disclosure Restrictions. Receiving Party will not use the Disclosing Party’s Confidential Information except as necessary to exercise the rights granted under this Agreement or to evaluate opportunities to license additional Software pursuant to this Agreement, and will not disclose such Confidential Information to any person or entity except to its Authorized Users.Without limiting the generality of the foregoing, you agree that it will not post the Software, the Documentation, or any screenshots of the Software or results generated by the Software, on any network that is accessible by anyone other than the Authorized Users. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party.In addition, each party may disclose the terms and conditions of this Agreement: (i) as required under applicable securities regulations; and (ii) on a confidential basis to present or future providers of venture capital and potential private investors in or acquirers of such party.

3.4. Right of Equitable Relief.  The parties acknowledge that violations of the covenants and obligations of this Agreement may cause the non-breaching party irreparable injury for which an adequate remedy at law may not be available.Therefore, the non-breaching party shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.

4. NO WARRANTY. Coverity does not warrant that the Software will meet your requirements, that the Software will operate in combinations with equipment, devices, software or systems provided by persons other than Coverity, that the operation of the Software will be error-free or uninterrupted, or that the Software will discover all errors and vulnerabilities that may reside in the Code Base. The Software is being provided “AS IS.” COVERITY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT. COVERITY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

5. LIMITATION OF LIABILITY.

5.1. Exclusion of Damages. Notwithstanding anything to the contrary, this Agreement does not limit liability due to death or personal injury caused by gross negligence, liability due to fraudulent misrepresentations, or arising from breaches of confidentiality or licensing obligations hereunder.SUBJECT TO THE FOREGOING SENTENCE, IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.You may have other rights under applicable mandatory local laws. This Agreement does not change your rights under applicable mandatory local laws if such laws do not permit it to do so.

5.2. Cap on Liability. Coverity’s cumulative liability to you for all claims of any kind resulting from Coverity’s performance or breach of this Agreement or the Software furnished hereunder shall not exceed $10,000.

6. EXPIRATION AND TERMINATION.

6.1. Termination for Breach. Either party will have the right to terminate this Agreement or any Academic Order Form if the other party breaches any material term of the Agreement or Academic Order Form, as the case may be, and if such breach is capable of cure, the breaching party fails to cure such breach within thirty (30) days after receiving written notice thereof.Either party will have the right to terminate this Agreement if the other becomes insolvent or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for such other party or for a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against such other party.Termination of this Agreement under this section terminates all Academic Order Forms and Software licenses granted hereunder.

6.2. Effect of Termination or Expiration. Upon termination or expiration of this Agreement or an Academic Order Form, all Software licenses and rights to use Confidential Information that are granted thereunder shall terminate.Upon termination of this Agreement or expiration of the license term in any Academic Order Form, you will: (a) promptly return to Coverity or destroy the applicable Software and Confidential Information and all copies and portions thereof, in all forms and types of media; and (b) promptly pay all fees owing up to the date of termination.

6.3 .Survival. Sections 1, 2.2, 2.3, 2.4, 3, 4, 5, 6, 6.2, 6.3 and 7, will survive the termination or expiration of this Agreement or of any Academic Order Form.

7. GENERAL.

7.1. Export Control. You agree to comply fully with all relevant export laws and regulations, including those of the United States and the Member States of the European Union.These laws include restrictions on destinations, end-users and end use.You will ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. You will, at Coverity’s request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.

7.2. Assignment. You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without Coverity’s express prior written consent. Notwithstanding the above, if you merge with another company or are acquired, the surviving entity may continue to use the licenses to the Software licensed to you under accepted Academic Order Forms, upon prior written notice to Coverity, in compliance with the terms and conditions of this Agreement and solely with regard to the applicable authorized Code Base existing as of the time of the transaction. Any attempt to assign this Agreement without such consent will be void and of no effect.Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

7.3. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflicts of law.You expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.

7.4. Nonexclusive Remedy. A breach of this Agreement may cause Coverity irreparable injury for which an adequate remedy at law may not be available and Coverity is entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.

7.5. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, natural disasters or governmental action.

7.6. Notices. All notices required or permitted under this Agreement will be in writing.Notices will be effective upon delivery if delivered in person and upon mailing if delivered by courier service, overnight delivery services or by a form of certified or express mail.All communications will be sent to the primary corporate addresses set forth in the Academic Order Form or to such other address as you or Coverity may notify the other party in writing.

7.7. Entire Agreement; Modification; Interpretation. This Agreement, including all accepted Academic Order Forms referencing this Agreement, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.You agree that additional or different terms on your purchase order shall not apply.Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by you and an authorized representative of Coverity.If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.The word “including” when used in this Agreement will mean including without limitation of the generality of any description, definition, term or phrase preceding that word.

END OF TERMS