|
|
|
|
@ -0,0 +1,583 @@
|
|
|
|
|
Format: http://www.debian.org/doc/packaging-manuals/copyright-format/1.0/
|
|
|
|
|
Upstream-Name: megacli
|
|
|
|
|
Source: http://www.lsi.com/support/Pages/Download-Results.aspx?keyword=megacli
|
|
|
|
|
|
|
|
|
|
Files: *
|
|
|
|
|
Copyright: Copyright (C) 2012 LSI Corporation
|
|
|
|
|
License: Proprietary
|
|
|
|
|
IMPORTANT - READ CAREFULLY: This Software License Agreement ("SLA") is a
|
|
|
|
|
legal agreement between you (either an individual or a single entity) and
|
|
|
|
|
LSI Corporation ("LSI") for the LSI Licensed Software identified herein and
|
|
|
|
|
licensed herein, which includes computer software and may include
|
|
|
|
|
associated media, printed materials, and "online" or electronic
|
|
|
|
|
documentation ("LICENSED SOFTWARE"). By installing, copying, or otherwise
|
|
|
|
|
using the LICENSED SOFTWARE, you agree to be bound by the terms of this
|
|
|
|
|
SLA. If you do not agree to the terms of this SLA, you may not install,
|
|
|
|
|
copy or use the LICENSED SOFTWARE. The LICENSED SOFTWARE is licensed, not
|
|
|
|
|
sold.
|
|
|
|
|
.
|
|
|
|
|
NOW THEREFORE, in consideration of the foregoing and the mutual promises
|
|
|
|
|
and covenants contained in this SLA (also referred to as "Agreement"), the
|
|
|
|
|
parties hereby agree as follows:
|
|
|
|
|
.
|
|
|
|
|
1. Definitions
|
|
|
|
|
.
|
|
|
|
|
1.1. "Authorized Use for LSI Source Code" means use of the LSI Source Code
|
|
|
|
|
solely for the purpose of internally developing, modifying, integrating and
|
|
|
|
|
testing Licensee's Products to interface with LSI Devices authorized for
|
|
|
|
|
such integration, and for no other use or purpose.
|
|
|
|
|
1.2. "Authorized Use for LSI Binary Code" means use of the LSI Binary Code
|
|
|
|
|
solely for the purpose of internal evaluation or developing, integrating,
|
|
|
|
|
testing and use of Licensee's Products to interface with LSI Devices and
|
|
|
|
|
for no other application, use or purpose.
|
|
|
|
|
1.3. "Authorized Use for LSI Internal Code" means use of the LSI Internal
|
|
|
|
|
Use Code solely for the purpose of internally developing, modifying,
|
|
|
|
|
integrating and testing Licensee's Products to interface with LSI Devices
|
|
|
|
|
authorized for such integration, and for no other use or purpose.
|
|
|
|
|
1.4. "Explanatory Materials" means explanatory and informational materials
|
|
|
|
|
or documentation concerning the LSI Licensed Code, in printed or electronic
|
|
|
|
|
format, including without limitation, manuals, descriptions, user and/or
|
|
|
|
|
installation instructions, diagrams, printouts, listings, flowcharts, and
|
|
|
|
|
training materials, contained on visual media such as paper or photographic
|
|
|
|
|
film, or on other physical storage media in machine-readable form.
|
|
|
|
|
Explanatory Materials do not include any code.
|
|
|
|
|
1.5. "LSI Licensed Code" means collectively all the software programs which
|
|
|
|
|
are owned or distributed by LSI and licensed to Licensee via the LSI
|
|
|
|
|
Download Center through acceptance of this Agreement. The LSI Licensed Code
|
|
|
|
|
is specifically referenced individually in this Agreement as LSI Source
|
|
|
|
|
Code, LSI Binary Code, or LSI Internal Use Code.
|
|
|
|
|
1.6. "Licensee's Products" means the hardware and software (and related
|
|
|
|
|
Licensee documentation) that will be developed or modified by or for
|
|
|
|
|
Licensee utilizing the LSI Licensed Code for the purpose of interfacing or
|
|
|
|
|
being used with LSI Devices.
|
|
|
|
|
1.7. "Updates" means maintenance releases, bug fixes, errata or other
|
|
|
|
|
corrections, and minor improvements or modifications to the LSI Licensed
|
|
|
|
|
Code which may be provided by LSI to Licensee from time to time at LSI's
|
|
|
|
|
sole discretion. LSI is under no obligation to provide Updates or provide
|
|
|
|
|
support and maintenance services to Licensee Subsequent Users.
|
|
|
|
|
1.8. "New Version" means significant changes, modifications, enhancements,
|
|
|
|
|
and/or functional improvements to the LSI Licensed Code. New Versions are
|
|
|
|
|
made and generally distributed solely at the discretion of LSI. Licensee
|
|
|
|
|
must use the latest New Version of LSI Licensed Code that is available. LSI
|
|
|
|
|
is under no obligation to port any development work from one version to the
|
|
|
|
|
latest New Version of LSI Licensed Code.
|
|
|
|
|
1.9. "LSI Devices" means those LSI products intended for use with the LSI
|
|
|
|
|
Licensed Code and purchased from LSI or its agents.
|
|
|
|
|
1.10. "Derivative Works" means: (a) for copyrightable or copyrighted
|
|
|
|
|
material, any translation (including translation into other computer
|
|
|
|
|
languages), port, modification, correction, addition, extension, upgrade,
|
|
|
|
|
improvement, compilation, abridgment or other form in which an existing
|
|
|
|
|
work may be recast, transformed or adapted; (b) for patentable or patented
|
|
|
|
|
material, any improvement thereon; and (c) for material which is protected
|
|
|
|
|
by trade secret, any new material derived from such existing trade secret
|
|
|
|
|
material, including new material which may be protected by copyright,
|
|
|
|
|
patent and/or trade secret.
|
|
|
|
|
1.11. "Intellectual Property Rights" means (by whatever name or term known
|
|
|
|
|
or designated) copyrights, trade secrets, patents, moral rights and any
|
|
|
|
|
other intellectual and industrial property and proprietary rights
|
|
|
|
|
(excluding trademarks) including registrations, applications, renewals and
|
|
|
|
|
extensions of such rights anywhere in the world.
|
|
|
|
|
1.12. "LSI Binary Code" means the software programs provided for
|
|
|
|
|
distribution at the LSI Download Center, in binary form, any other machine
|
|
|
|
|
readable materials, including, but not limited to, libraries, source files,
|
|
|
|
|
header files, and data files, any Updates and New Versions provided by LSI.
|
|
|
|
|
1.13. "LSI Source Code" means the software programs provided for
|
|
|
|
|
distribution at the LSI Download Center, in source form including, but not
|
|
|
|
|
limited to, libraries, source files, header files, and data files, and
|
|
|
|
|
Updates and New Versions provided by LSI.
|
|
|
|
|
1.14. "LSI Internal Use Code" means the software programs provided for
|
|
|
|
|
distribution at the LSI Download Center, in source code or object code
|
|
|
|
|
format including, but not limited to, libraries, source files, header
|
|
|
|
|
files, and data files, and Updates and New Versions provided by LSI that
|
|
|
|
|
are only for Licensee's internal use.
|
|
|
|
|
1.15. "JRE Code" mean Oracle Corporation's JAVA SE Runtime Environment Code.
|
|
|
|
|
1.16. "Subsequent User" means any user subsequent to Licensee, including
|
|
|
|
|
but not limited to, all Licensee customers, resellers, end users, and OEMs.
|
|
|
|
|
1.17 “Taxes" shall mean all taxes, levies, imposts, duties, fines or
|
|
|
|
|
other charges of whatsoever nature however imposed by any country or any
|
|
|
|
|
subdivision or authority thereof in any way connected with this Agreement
|
|
|
|
|
or any instrument or agreement required hereunder, and all interest,
|
|
|
|
|
penalties or similar liabilities with respect thereto, except such taxes as
|
|
|
|
|
are imposed on or measured by a party's net income or property.
|
|
|
|
|
2. Grant of Rights
|
|
|
|
|
.
|
|
|
|
|
2.1 LSI Binary Code. Subject to the terms of this Agreement, LSI grants to
|
|
|
|
|
Licensee a non-exclusive, world-wide, revocable (for breach in accordance
|
|
|
|
|
with Section 7), non-transferable limited license, without the right to
|
|
|
|
|
sublicense except as expressly provided herein, solely to:
|
|
|
|
|
.
|
|
|
|
|
(a) Use the LSI Binary Code and related Explanatory Materials solely for
|
|
|
|
|
the Authorized Use for Binary Code and only with LSI Devices
|
|
|
|
|
(b) Make copies of the LSI Binary Code and related Explanatory Materials to
|
|
|
|
|
support the Authorized Use for Binary Code and for archival and backup
|
|
|
|
|
purposes in support of the Authorized Use for Binary Code only with LSI
|
|
|
|
|
Devices;
|
|
|
|
|
(c) Distribute the LSI Binary Code as incorporated in Licensee's Products
|
|
|
|
|
or for use with LSI Devices to its Subsequent Users;
|
|
|
|
|
(d) Distribute the Explanatory Materials related to LSI Binary Code only
|
|
|
|
|
for use with LSI Devices;
|
|
|
|
|
(e) Sublicense the rights provided in paragraphs (a) and (b) above in
|
|
|
|
|
accordance with the terms provided in this Agreement to contract
|
|
|
|
|
manufacturers ("CMs") and/or original design manufacturers ("ODMs"), in
|
|
|
|
|
each case meeting the requirements of Section 3.1(d) below for the purpose
|
|
|
|
|
of manufacturing Licensee's Products; and (f) Sublicense the rights
|
|
|
|
|
provided in paragraphs (b) and (c) in accordance with the terms provided in
|
|
|
|
|
this Agreement to Subsequent Users who are not end users for the purpose of
|
|
|
|
|
distributing and supporting Licensee's Product.
|
|
|
|
|
2.2 LSI Source Code. Subject to the terms of this Agreement, LSI grants to
|
|
|
|
|
Licensee a non-exclusive, worldwide, revocable (for breach in accordance
|
|
|
|
|
with Section 7), non-transferable limited license, without the right to
|
|
|
|
|
sublicense except as expressly provided herein, solely to:
|
|
|
|
|
.
|
|
|
|
|
(a) Use the LSI Source Code and related Explanatory Materials solely for
|
|
|
|
|
the Authorized Use for Source Code and only with LSI Devices;
|
|
|
|
|
(b) Make copies of the LSI Source Code and related Explanatory Material to
|
|
|
|
|
support the Authorized Use for Source Code only and for archival and backup
|
|
|
|
|
purposes in support of the Authorized use for Source Code only with LSI
|
|
|
|
|
Devices;
|
|
|
|
|
(c) Modify and prepare Derivative Works of the LSI Source Code for the
|
|
|
|
|
Authorized Use for LSI Source Code and only for use with LSI Devices;
|
|
|
|
|
(d) Distribute the binary form only of any authorized Derivative Work of
|
|
|
|
|
the LSI Source Code ("Licensee Binary Derivative") and necessary portions
|
|
|
|
|
of the related Explanatory Materials only for use with LSI Devices; and
|
|
|
|
|
(e) Sublicense the rights granted in paragraph (d) above in accordance with
|
|
|
|
|
the terms provided in this Agreement to Subsequent Users who are not end
|
|
|
|
|
users for the purpose of distributing and supporting Licensee's Product.
|
|
|
|
|
2.3 LSI Internal Use Code. Subject to the terms of this Agreement, LSI
|
|
|
|
|
grants to Licensee a non-exclusive, worldwide, revocable (for breach in
|
|
|
|
|
accordance with Section 7), non-transferable limited license, without the
|
|
|
|
|
right to sublicense or distribute, solely to:
|
|
|
|
|
.
|
|
|
|
|
(a) Use the LSI Internal Use Code and related Explanatory Materials solely
|
|
|
|
|
for the Authorized Use for Internal Code and only with LSI Devices; and
|
|
|
|
|
(b) Make copies of the LSI Internal Use Code and related Explanatory
|
|
|
|
|
Materials to support the Authorized Use for Internal Code only and for
|
|
|
|
|
archival and backup purposes in support of the Authorized use for Internal
|
|
|
|
|
Code only with LSI Devices.
|
|
|
|
|
2.4 Without limiting Section 4, Licensee may exercise the foregoing rights
|
|
|
|
|
directly and/or indirectly through its employees and contractors, who are
|
|
|
|
|
bound by terms at least as restrictive as this Agreement.
|
|
|
|
|
.
|
|
|
|
|
3. License Restrictions
|
|
|
|
|
.
|
|
|
|
|
3.1. LSI Binary Code. The Licenses granted in Section 2.1 for LSI Binary
|
|
|
|
|
Code and related Explanatory Materials are subject to the following
|
|
|
|
|
restrictions:
|
|
|
|
|
.
|
|
|
|
|
(a) Licensee shall not use the LSI Binary Code and related Explanatory
|
|
|
|
|
Materials for any purpose other than as expressly provided in Article 2;
|
|
|
|
|
(b) Licensee shall reproduce all copyright notices and other proprietary
|
|
|
|
|
markings or legends contained within or on the LSI Binary Code and related
|
|
|
|
|
Explanatory Materials on any copies it makes; and
|
|
|
|
|
(c) Licensee shall not distribute or disclose the LSI Binary Code and
|
|
|
|
|
related Explanatory Materials except pursuant to an agreement with terms at
|
|
|
|
|
least as protective of LSI's Binary Code as the terms of this Agreement.
|
|
|
|
|
Licensee shall not, and shall not allow its Subsequent Users to,
|
|
|
|
|
disassemble, de-compile, or reverse engineer the LSI Binary Code.
|
|
|
|
|
(d) Licensee may grant the sublicense set forth in Section 2.1(e) to its
|
|
|
|
|
CMs and ODMs, provided that each such CM and ODM agrees to abide by the
|
|
|
|
|
terms and conditions of this Agreement and Licensee shall remain
|
|
|
|
|
responsible for any failure by its CMs and ODM to comply with the terms and
|
|
|
|
|
conditions of this Agreement.
|
|
|
|
|
3.2. LSI Source Code. The Licenses granted in Section 2.2 for LSI Source
|
|
|
|
|
Code and related Explanatory Materials are subject to the following
|
|
|
|
|
restrictions:
|
|
|
|
|
.
|
|
|
|
|
(a) Licensee shall not use the LSI Source Code and related Explanatory
|
|
|
|
|
Materials for any purpose other than as expressly provided in Article 2;
|
|
|
|
|
(b) Licensee shall reproduce all copyright notices and other proprietary
|
|
|
|
|
markings or legends contained within or on the LSI Source Code and related
|
|
|
|
|
Explanatory Materials on any copies it makes;
|
|
|
|
|
(c) Licensee shall not distribute or disclose any LSI Source Code and
|
|
|
|
|
related Explanatory Materials to any Subsequent Users or third parties,
|
|
|
|
|
without the express written consent of LSI;
|
|
|
|
|
(d) Licensee shall not knowingly infringe upon the intellectual property
|
|
|
|
|
rights of any third party when making Derivative Works to the LSI Source
|
|
|
|
|
Code;
|
|
|
|
|
(e) Licensee shall not disassemble, reverse-engineer, or decompile the LSI
|
|
|
|
|
Source Code, except for making authorized Derivative Works; and
|
|
|
|
|
(f) Licensee shall not distribute or disclose the Licensee Binary
|
|
|
|
|
Derivative except pursuant to an agreement with terms at least as
|
|
|
|
|
protective as those in this Agreement protecting LSI's Binary Code.
|
|
|
|
|
Licensee shall not, and shall not allow its Subsequent Users to,
|
|
|
|
|
disassemble, de-compile, or reverse engineer the Licensee Binary Derivative.
|
|
|
|
|
3.3. LSI Internal Use Code. The Licenses granted in Section 2.3 for LSI
|
|
|
|
|
Internal Use Code and related Explanatory Materials are subject to the
|
|
|
|
|
following restrictions:
|
|
|
|
|
.
|
|
|
|
|
(a) Licensee shall not use the LSI Internal Use Code and related
|
|
|
|
|
Explanatory Materials for any purpose other than as expressly provided in
|
|
|
|
|
Article 2;
|
|
|
|
|
(b) Licensee shall reproduce all copyright notices and other proprietary
|
|
|
|
|
markings or legends contained within or on the LSI Internal Use Code and
|
|
|
|
|
related Explanatory Materials on any copies it makes;
|
|
|
|
|
(c) Licensee shall not distribute or disclose any LSI Internal Use Code and
|
|
|
|
|
related Explanatory Materials to any Subsequent Users or third parties,
|
|
|
|
|
without the express written consent of LSI; and
|
|
|
|
|
(d) Licensee shall not disassemble, reverse-engineer, or decompile the LSI
|
|
|
|
|
Internal Use Code.
|
|
|
|
|
3.4. Derivative Works of LSI Source Code Made by Licensee. Subject to LSI's
|
|
|
|
|
rights in the underlying LSI Source Code, Licensee shall own all right,
|
|
|
|
|
title and interest in and to the Derivative Works (both binary and source
|
|
|
|
|
format) it makes from LSI Source Code, provided that such Derivative Works
|
|
|
|
|
are not made in breach of this Agreement. Licensee shall not be required to
|
|
|
|
|
disclose its Derivative Works of the LSI Source Code to LSI. LSI shall have
|
|
|
|
|
no obligations whatsoever to support, maintain, contribute to, or provide
|
|
|
|
|
Updates, New Versions or any modifications to Licensee Derivative Works of
|
|
|
|
|
the LSI Source Code and shall have no liability whatsoever for such
|
|
|
|
|
Derivative Works. In the event Licensee requests LSI's input regarding
|
|
|
|
|
Licensee Derivative Works of LSI Source Code and plans to disclose such
|
|
|
|
|
Derivative Works to LSI, a separate written agreement shall first be
|
|
|
|
|
executed by the parties.
|
|
|
|
|
.
|
|
|
|
|
3.5. LSI Derivative Works. Nothing contained herein shall prevent LSI from
|
|
|
|
|
creating any Derivative Works of its LSI Source Code at any time. Licensee
|
|
|
|
|
further agrees that LSI may independently create a Derivative Work similar
|
|
|
|
|
to or in competition with the Licensee Derivative Work of the LSI Source
|
|
|
|
|
Code and may use that Derivative Work for any purpose. Licensee grants LSI
|
|
|
|
|
a Covenant Not to Sue for any independently developed Derivative Works
|
|
|
|
|
created by LSI for its own LSI Source Code that Licensee may believe or
|
|
|
|
|
claim infringes on any of Licensee's Intellectual Property Rights relating
|
|
|
|
|
to the Licensee Derivative Works of the LSI Source Code.
|
|
|
|
|
.
|
|
|
|
|
3.6. U.S. Government Subsequent Users. All LSI Licensed Code and
|
|
|
|
|
Explanatory Materials qualify 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. Consistent with 48 CFR 52.227-19, 48 C.F.R.12.212 and 48
|
|
|
|
|
C.F.R. 227.7202-1 through 227.7202-4, Licensee will provide to U.S.
|
|
|
|
|
Government end users such LSI Binary Code with only those rights set forth
|
|
|
|
|
herein that apply to non-governmental end users. Use of such LSI Binary
|
|
|
|
|
Code constitutes agreement by the government entity that the computer
|
|
|
|
|
software and computer software documentation is commercial and constitutes
|
|
|
|
|
acceptance of the rights and restrictions herein.
|
|
|
|
|
.
|
|
|
|
|
3.7. No Implied Licenses. Except for the express and limited licenses
|
|
|
|
|
granted herein for specific purposes, no rights or licenses are granted by
|
|
|
|
|
LSI under this Agreement, by implication, inducement, estoppel or otherwise
|
|
|
|
|
with respect to any proprietary information or to any patents, copyrights,
|
|
|
|
|
trade secrets, trademarks, maskworks or other Intellectual Property Rights
|
|
|
|
|
owned or controlled by LSI. Any further licenses must be express, in
|
|
|
|
|
writing and signed by an authorized representative of LSI.
|
|
|
|
|
.
|
|
|
|
|
3.8. Injunctive Relief. In the event of a breach by Licensee of this
|
|
|
|
|
Section 2 or 3, LSI shall be entitled to applicable injunctive relief and
|
|
|
|
|
to all remedies available in equity and law to prevent Licensee from
|
|
|
|
|
disassembling, de-compiling, reverse engineering, disclosing or using the
|
|
|
|
|
LSI Licensed Code in whole or in part.
|
|
|
|
|
.
|
|
|
|
|
3.9. LSI Licensed Code Containing JRE. Certain LSI Licensed Code may
|
|
|
|
|
contain JRE. Use of the JRE is restricted by JRE licensing terms to General
|
|
|
|
|
Purpose Desktop Computers and Servers, as defined below. Licensee may seek
|
|
|
|
|
its own license for the JRE directly with the owner, if it deems necessary.
|
|
|
|
|
"General Purposes Desktop Computers and Servers" under JRE licensing terms
|
|
|
|
|
is defined as "computers, including desktop, laptop and tablet computers,
|
|
|
|
|
or servers, used for general computing functions under end user control
|
|
|
|
|
(such as but not specifically limited to email, general purpose Internet
|
|
|
|
|
browsing and office suite productivity tools)". The full terms and
|
|
|
|
|
conditions for use of the JRE are available at:
|
|
|
|
|
http://www.oracle.com/technetwork/java/javase/terms/license/index.html.
|
|
|
|
|
.
|
|
|
|
|
4. Confidentiality
|
|
|
|
|
.
|
|
|
|
|
4.1 Licensee agrees to limit access to the LSI Licensed Code and
|
|
|
|
|
Explanatory Materials to employees and contractors of Licensee (which may
|
|
|
|
|
include, without limitation, contractors retained by Licensee to maintain
|
|
|
|
|
or modify the LSI Licensed Code and Explanatory Materials on behalf of
|
|
|
|
|
Licensee) having a need to access or know the LSI Licensed Code and
|
|
|
|
|
Explanatory Materials and who have executed nondisclosure agreements with
|
|
|
|
|
Licensee obligating them to maintain the confidentiality of the LSI
|
|
|
|
|
Licensed Code and Explanatory Materials.
|
|
|
|
|
4.2 Licensee shall hold in confidence the LSI Licensed Code and Explanatory
|
|
|
|
|
Materials as LSI's confidential information ("Confidential Information")
|
|
|
|
|
and shall use the LSI Code and Explanatory Materials only as expressly
|
|
|
|
|
provided in Section 2, and protect the confidentiality of such Confidential
|
|
|
|
|
Information with the same degree of care as Licensee uses to protect its
|
|
|
|
|
own confidential or proprietary information of great commercial value, but
|
|
|
|
|
in no event less than reasonable care and for no less than three (3) years
|
|
|
|
|
from the date of disclosure.
|
|
|
|
|
4.3 Licensee agrees to notify LSI immediately after Licensee becomes aware
|
|
|
|
|
of any suspected misuse or unauthorized disclosure of any Confidential
|
|
|
|
|
Information. The obligations of confidentiality imposed on Licensee under
|
|
|
|
|
this Section 4 shall not apply or shall cease to apply to any of such
|
|
|
|
|
Confidential Information that Licensee clearly establishes: (i) was already
|
|
|
|
|
rightfully in the possession of Licensee at the time of disclosure as
|
|
|
|
|
evidenced by records of Licensee; (ii) is or becomes publicly available
|
|
|
|
|
through no act or omission of Licensee; (iii) is rightfully received by
|
|
|
|
|
Licensee from a third party without an obligation of confidentiality; (iv)
|
|
|
|
|
is independently developed by Licensee's employees or contractors without
|
|
|
|
|
use of or access to the information; or (v) is approved for unrestricted
|
|
|
|
|
disclosure in writing by an authorized representative of LSI. LSI makes no
|
|
|
|
|
warranty as to the accuracy of any Confidential Information, which is
|
|
|
|
|
furnished "AS IS" with all faults.
|
|
|
|
|
5. Ownership of Code by LSI, Fees, and Taxes
|
|
|
|
|
.
|
|
|
|
|
5.1 LSI reserves all right, title, ownership and interest in and to the LSI
|
|
|
|
|
Licensed Code and Explanatory Materials existing prior to and after the
|
|
|
|
|
Effective Date of this Agreement, or created or generated by LSI at any
|
|
|
|
|
time, subject to any licenses granted. LSI reserves all right, title,
|
|
|
|
|
ownership and interest in and to any Derivative Works it creates at any
|
|
|
|
|
time to the LSI Licensed Code and Explanatory Materials, subject to any
|
|
|
|
|
licenses granted.
|
|
|
|
|
5.2 Fees and Taxes. No fees are due in connection with this Agreement
|
|
|
|
|
unless separately specified by LSI. If any such fees are separately
|
|
|
|
|
specified in writing, the following applies:
|
|
|
|
|
5.2.1 Payment is due by Licensee upon download, at time of purchase, or no
|
|
|
|
|
later than within thirty (30) days of date of LSI invoice therefore, as
|
|
|
|
|
designated by LSI All payments shall be made in U.S. currency unless
|
|
|
|
|
otherwise agreed. If at any time, Licensee is delinquent in the payment of
|
|
|
|
|
any invoice, or is otherwise in breach of this Agreement, LSI may, at its
|
|
|
|
|
discretion, and without prejudice to its other rights, withhold delivery
|
|
|
|
|
(including partial delivery) of any order or may, at its option, require
|
|
|
|
|
Licensee to prepay for further deliveries. Any sum not paid by Licensee,
|
|
|
|
|
when due, shall bear interest until paid at a rate of 1.5% per month (18%
|
|
|
|
|
per annum) or the maximum rate permitted by law, whichever is less.
|
|
|
|
|
5.2.2 All payments or reimbursements due under this Agreement and any
|
|
|
|
|
instrument or agreement required hereunder shall be made free and clear and
|
|
|
|
|
without deduction for any and all present and future Taxes. Payments due to
|
|
|
|
|
LSI under this Agreement and any instrument or agreement required hereunder
|
|
|
|
|
shall be increased so that amounts received by LSI, after provisions for
|
|
|
|
|
Taxes and all Taxes on such increase, will be equal to the amounts required
|
|
|
|
|
under this Agreement and any instrument or agreement required hereunder if
|
|
|
|
|
no Taxes were due on such payments.
|
|
|
|
|
5.2.3 The Licensee shall indemnify LSI for the full amount of Taxes
|
|
|
|
|
attributable to the provision of products or services under this Agreement,
|
|
|
|
|
and any liabilities (including penalties, interest and expenses) arising
|
|
|
|
|
from such Taxes, within thirty (30) days from any written demand by LSI.
|
|
|
|
|
The Licensee shall provide evidence that all applicable Taxes have been
|
|
|
|
|
paid to the appropriate taxing authority by delivering to LSI receipts or
|
|
|
|
|
notarized copies thereof within thirty (30) days after the due date for
|
|
|
|
|
such tax payments.
|
|
|
|
|
5.2.4 Without prejudice to the survival of any other Agreement of Licensee
|
|
|
|
|
hereunder, the obligations of Licensee contained in this section shall
|
|
|
|
|
survive the payment in full of all payments hereunder.
|
|
|
|
|
6. Support
|
|
|
|
|
.
|
|
|
|
|
(a) LSI may provide the following support services for the LSI Licensed
|
|
|
|
|
Code to the extent LSI deems reasonable: Updates if and when released and
|
|
|
|
|
errata in LSI's sole discretion. LSI shall not be responsible for any other
|
|
|
|
|
support or maintenance of LSI Licensed Code to Licensee or its Subsequent
|
|
|
|
|
Users, unless otherwise agreed to in writing. LSI is under no obligation to
|
|
|
|
|
provide support services and may discontinue support services at any time.
|
|
|
|
|
LSI will not provide support for modified LSI Licensed Code or Licensee's
|
|
|
|
|
Derivative Works of the LSI Source Code.
|
|
|
|
|
(b) Any Updates to the LSI Licensed Code provided by LSI (which shall only
|
|
|
|
|
be provided by LSI in its sole discretion) shall be governed by the terms
|
|
|
|
|
of this Agreement.
|
|
|
|
|
(c) If Licensee finds what Licensee considers an error in the LSI Licensed
|
|
|
|
|
Code, Licensee will notify LSI so that LSI can, in its sole discretion,
|
|
|
|
|
make corrections to the LSI Licensed Code or to future revisions of the LSI
|
|
|
|
|
Licensed Code.
|
|
|
|
|
7. Term and Termination
|
|
|
|
|
.
|
|
|
|
|
7.1 Term. The term of this Agreement is five (5) years from the Effective
|
|
|
|
|
Date, subject to renewal upon mutual agreement of the parties.
|
|
|
|
|
7.2 Termination for Breach. If Licensee breaches any material provision of
|
|
|
|
|
this Agreement, LSI shall have the right to terminate this Agreement,
|
|
|
|
|
including all licenses granted hereunder, in addition to any and all other
|
|
|
|
|
remedies available at law or equity, unless Licensee cures such breach
|
|
|
|
|
within sixty (60) days ("Cure Period") after receiving written notice of
|
|
|
|
|
the breach by LSI. Licensee shall make best efforts to cure the material
|
|
|
|
|
breach in the least amount of time possible within the Cure Period.
|
|
|
|
|
7.3 Insolvency. If either party: (a) becomes substantially insolvent; (b)
|
|
|
|
|
makes an assignment for the benefit of creditors; (c) files or has filed
|
|
|
|
|
against it a petition in bankruptcy or seeking reorganization; (d) has a
|
|
|
|
|
receiver appointed; or (e) institutes any proceedings for liquidation or
|
|
|
|
|
winding up or have such proceedings instituted against it; then the other
|
|
|
|
|
party may, in addition to other rights and remedies it may have, terminate
|
|
|
|
|
this Agreement immediately by written notice.
|
|
|
|
|
7.4 Consequences. Upon termination or expiration of this Agreement for any
|
|
|
|
|
reason whatsoever, the licenses, rights, and covenants granted hereunder
|
|
|
|
|
and any obligations imposed hereunder shall cease except as otherwise
|
|
|
|
|
expressly set forth herein as surviving termination or expiration.
|
|
|
|
|
7.5 Return of Confidential Information. Upon expiration or termination of
|
|
|
|
|
this Agreement for any reason or upon written request by LSI, Licensee
|
|
|
|
|
agrees to promptly return to LSI or, at LSI's request, destroy and certify
|
|
|
|
|
by an officer of Licensee in writing the destruction of, all LSI
|
|
|
|
|
Confidential Information furnished to Licensee, including all LSI Licensed
|
|
|
|
|
Code and Explanatory Materials.
|
|
|
|
|
7.6 Survival of Licenses. Any LSI Licensed Code and Explanatory Materials
|
|
|
|
|
distributed prior to the effective date of any termination, expiration,
|
|
|
|
|
breach, or cancellation of this Agreement, shall remain licensed (including
|
|
|
|
|
any LSI Licensed Code in inventory, manufactured, or work in progress with
|
|
|
|
|
Licensee products) under the terms of this Agreement. Notwithstanding the
|
|
|
|
|
foregoing, Licensee may retain an archival copy of portions of the LSI
|
|
|
|
|
Confidential Information, including LSI Licensed Code and Explanatory
|
|
|
|
|
Materials, necessary for Licensee to provide ongoing technical support to
|
|
|
|
|
Subsequent Users using the LSI Licensed Code ("Archival Materials") after
|
|
|
|
|
termination, expiration or cancellation of this Agreement. Such Archival
|
|
|
|
|
Materials may not be used for any other purpose without the written consent
|
|
|
|
|
from LSI. Licensee shall keep such Archival Materials confidential for an
|
|
|
|
|
additional five (5) years from the date of termination, expiration , or
|
|
|
|
|
cancellation of this Agreement, regardless of when the LSI Confidential
|
|
|
|
|
Information was disclosed.
|
|
|
|
|
7.7 Survival. In the event of expiration or termination of this Agreement
|
|
|
|
|
for any reason, the following sections of this Agreement shall survive: 1,
|
|
|
|
|
3, 5, 7, 8, 9, 8 and 10. Termination will not prejudice either party to
|
|
|
|
|
require performance of any obligation due at the time of termination. All
|
|
|
|
|
end user licenses in effect and in compliance with the Agreement prior to
|
|
|
|
|
effective termination or expiration shall survive and continue in full
|
|
|
|
|
force and effect in accordance with their terms and Licensee may continue
|
|
|
|
|
to perform its obligations thereunder, including support obligations.
|
|
|
|
|
8. Disclaimer of All Warranties
|
|
|
|
|
.
|
|
|
|
|
8.1 THE PARTIES AGREE THAT LSI FURNISHES THE LSI LICENSED CODE AND
|
|
|
|
|
EXPLANATORY MATERIALS TO LICENSEE "AS IS," UNSUPPORTED, WITHOUT WARRANTY OF
|
|
|
|
|
ANY KIND. LSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
|
|
|
|
|
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
|
|
|
|
|
NON-INFRINGEMENT, INCLUDING ANY THAT MAY ARISE FROM A COURSE OF
|
|
|
|
|
PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. LSI SHALL NOT BE LIABLE
|
|
|
|
|
FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE LSI
|
|
|
|
|
LICENSED CODE OR EXPLANATORY MATERIALS. LSI MAKES NO WARRANTY OR
|
|
|
|
|
REPRESENTATION THAT THE LSI LICENSED CODE OR EXPLANATORY MATERIALS WILL
|
|
|
|
|
MEET LICENSEE'S REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE
|
|
|
|
|
OR SOFTWARE APPLICATION.
|
|
|
|
|
8.2 LSI DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE'S USE
|
|
|
|
|
OF THE LSI LICENSED CODE IN ANY MEDICAL, NUCLEAR, AVIATION, NAVIGATION,
|
|
|
|
|
MILITARY, OR OTHER HIGH RISK DEVICE OR APPLICATION. LICENSEE REPRESENTS AND
|
|
|
|
|
WARRANTS THAT IT WILL NOT USE THE LICENSED LSI CODE IN ANY MEDICAL,
|
|
|
|
|
NUCLEAR, AVIATION, NAVIGATION, MILITARY, OR OTHER HIGH RISK DEVICE OR
|
|
|
|
|
APPLICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD LSI HARMLESS
|
|
|
|
|
AGAINST ANY LOSS, LIABILITY, OR DAMAGE OF ANY KIND THAT LSI INCURS IN
|
|
|
|
|
CONNECTION WITH BREACH OF THE WARRANTY IN THIS SECTION 8.2.
|
|
|
|
|
8.3 LSI DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE'S
|
|
|
|
|
CREATION AND USE OF DERIVATIVE WORKS OF THE LSI SOURCE CODE. LICENSEE SHALL
|
|
|
|
|
INDEMNIFY, DEFEND, AND HOLD LSI HARMLESS AGAINST ANY LOSS, LIABILITY, OR
|
|
|
|
|
DAMAGE OF ANY KIND THAT LSI INCURS IN CONNECTION WITH LICENSEE'S DERIVATIVE
|
|
|
|
|
WORKS OF LSI SOURCE CODE.
|
|
|
|
|
9. Limitation of Liability
|
|
|
|
|
.
|
|
|
|
|
IN NO EVENT SHALL LSI, ITS EMPLOYEES, AFFILIATES ORSUPPLIERS BE LIABLE FOR
|
|
|
|
|
ANY LOST PROFITS, REVENUE, SALES OR DATA OR COSTS OF PROCURE OF SUBTITUTE
|
|
|
|
|
GOODS OR SERVICES, INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY
|
|
|
|
|
SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC OR PUNITIVE
|
|
|
|
|
DAMAGES, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT, STRICT
|
|
|
|
|
LIABILITY, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF THE USE
|
|
|
|
|
OR INABILTY TO USE THE LSI LICENSED CODE OR EXPLANATORY MATERIALS, EVEN IF
|
|
|
|
|
LSI OR ITS EMPLOYEES, SUPPLIERS OR AFFILIATES ARE ADVISED OF THE
|
|
|
|
|
POSSIBILTIY OF SUCH DAMAGES. IN THE EVENT THAT THE APPLICABLE JURISDICTION
|
|
|
|
|
DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT DOES ALLOW
|
|
|
|
|
LIABILTY TO BE LIMITED, THE LIABILITY OF LSI, ITS EMPLOYEES, AFFILIATES, OR
|
|
|
|
|
SUPPLIERS IN SUCH CASES, SHALL BE LIMITED TO $100 US DOLLARS.
|
|
|
|
|
10. General
|
|
|
|
|
.
|
|
|
|
|
10.1 Assignment. Licensee shall not assign this Agreement or any of its
|
|
|
|
|
rights or delegate any of its duties under this Agreement without the prior
|
|
|
|
|
written consent of LSI. Subject to the foregoing, this Agreement will be
|
|
|
|
|
binding upon, enforceable by, and inure to the benefit of the parties and
|
|
|
|
|
their respective successors and assigns. Any attempted assignment in
|
|
|
|
|
violation of this Section 10.1 shall be null and void.
|
|
|
|
|
10.2 Governing Law. This Agreement shall be construed and interpreted in
|
|
|
|
|
accordance with the law of the State of California without reference to its
|
|
|
|
|
conflicts of law principles.
|
|
|
|
|
10.3 Exclusive Jurisdiction. All disputes arising out of or related to this
|
|
|
|
|
Agreement will be subject to the exclusive jurisdiction and venue of the
|
|
|
|
|
California state courts of Santa Clara County, California in United States
|
|
|
|
|
District Court for the Northern District of California, and the parties
|
|
|
|
|
consent to the personal and exclusive jurisdiction of these courts.
|
|
|
|
|
10.4 Export Control. Licensee shall follow all export control laws and
|
|
|
|
|
regulations relating to the LSI Licensed Code and Explanatory Materials.
|
|
|
|
|
Licensee hereby acknowledges responsibility for compliance with all
|
|
|
|
|
applicable US and local laws and regulations related to import and export
|
|
|
|
|
and acknowledges and agrees that the LSI Licensed Code is subject to the
|
|
|
|
|
U.S. Export Administration Regulations. Diversion contrary to U.S. law is
|
|
|
|
|
prohibited. Licensee agrees that the LSI Licensed Code is being or will be
|
|
|
|
|
acquired for, shipped, transferred, or re-exported, directly or indirectly,
|
|
|
|
|
to prohibited or embargoed countries, nor be used for any prohibited
|
|
|
|
|
end-use, such as nuclear activities, chemical/biological weapons, or
|
|
|
|
|
missile projects, unless expressly authorized by the U.S. Government.
|
|
|
|
|
Prohibited countries are set forth in the Supplement 1 to Part 740 of the
|
|
|
|
|
U.S. Export Administration Regulations. Countries currently subject to U.S.
|
|
|
|
|
embargo include: Cuba, Iran, N. Korea, Sudan and Syria. This list is
|
|
|
|
|
subject to change without further notice from LSI Corporation and Licensee
|
|
|
|
|
understands that compliance with the list as it exists in fact, is
|
|
|
|
|
required. Licensee assumes sole responsibility for obtaining any/all
|
|
|
|
|
licenses required for export or re-export. All ECCN and CCATS numbers and
|
|
|
|
|
License Exception information are subject to change without notice.
|
|
|
|
|
Modification in any way nullifies the classification. It is therefore your
|
|
|
|
|
obligation as an exporter to verify such information and comply with the
|
|
|
|
|
then currently applicable regulations. Any data provided by LSI is for
|
|
|
|
|
informational purposes only. LSI Corporation makes no representation or
|
|
|
|
|
warranty as to the accuracy or reliability of any classifications or
|
|
|
|
|
numbers. Any use of such classifications or numbers by you is without
|
|
|
|
|
recourse to LSI Corporation and is at your own risk. LSI Corporation is in
|
|
|
|
|
no way responsible for any damages, whether direct, indirect,
|
|
|
|
|
consequential, incidental or otherwise, suffered by you as a result of
|
|
|
|
|
using or relying upon such classifications or numbers for any purpose
|
|
|
|
|
whatsoever. Licensee agrees to consult the EAR, the Bureau of Industry and
|
|
|
|
|
Security's Export Counseling Division, and other appropriate sources before
|
|
|
|
|
distributing, importing, or using LSI products. You may request software
|
|
|
|
|
classification information from LSI or view it at LSI.com. If requested,
|
|
|
|
|
Customer agrees to sign written assurances and other export-related
|
|
|
|
|
documents as may be required by LSI.
|
|
|
|
|
10.5 Waiver. No failure or delay on the part of either party in the
|
|
|
|
|
exercise of any right or privilege hereunder shall operate as a waiver
|
|
|
|
|
thereof or of the exercise of any other right or privilege hereunder, nor
|
|
|
|
|
shall any single or partial exercise of any such right or privilege
|
|
|
|
|
preclude other or further exercise thereof or of any other right or
|
|
|
|
|
privilege.
|
|
|
|
|
10.6 Notice. Any notice or claim provided for herein to LSI shall be in
|
|
|
|
|
writing and addressed as set forth below, and shall be given (i) by
|
|
|
|
|
personal delivery, effective upon delivery, (ii) by first class mail,
|
|
|
|
|
postage prepaid, addressed as set forth below, effective one (1) business
|
|
|
|
|
day after proper deposit in the mail, or (iii) by facsimile directed to the
|
|
|
|
|
facsimile number set forth below, but only if accompanied by mailing of a
|
|
|
|
|
copy in accordance with (ii) above, effective as of the date of facsimile
|
|
|
|
|
transmission.
|
|
|
|
|
Vice President
|
|
|
|
|
Global Commercial Law Group
|
|
|
|
|
LSI Corporation
|
|
|
|
|
1110 American Parkway, NE
|
|
|
|
|
Room 12K-302
|
|
|
|
|
Allentown, PA 18109
|
|
|
|
|
Fax: (610) 712-1450
|
|
|
|
|
10.7 Severability. If any term, condition, or provision of this Agreement,
|
|
|
|
|
or portion of this Agreement, is found to be invalid, unlawful or
|
|
|
|
|
unenforceable to any extent, the parties will endeavor in good faith to
|
|
|
|
|
agree to such amendments that will preserve, as far as possible, the
|
|
|
|
|
intentions expressed in this Agreement. Such invalid term, condition or
|
|
|
|
|
provision will be severed from the remaining terms, conditions and
|
|
|
|
|
provisions, which will continue to be valid and enforceable to the fullest
|
|
|
|
|
extent permitted by law.
|
|
|
|
|
10.8 Other Rights. Nothing contained in this Agreement shall be construed
|
|
|
|
|
as conferring by implication, estoppel, or otherwise upon either party or
|
|
|
|
|
any third party any license or other right except, solely as to the parties
|
|
|
|
|
hereto, the rights expressly granted hereunder.
|
|
|
|
|
10.9 Integration; Modification. This Agreement embodies the final, complete
|
|
|
|
|
and exclusive statement of the terms agreed upon by the parties with
|
|
|
|
|
respect to the subject matter hereof and supersedes any prior or
|
|
|
|
|
contemporaneous representations, descriptions, courses of dealing, or
|
|
|
|
|
agreements in regard to such subject matter. No amendment or modification
|
|
|
|
|
of this Agreement shall be valid or binding upon the parties unless stated
|
|
|
|
|
in writing and signed by an authorized representative of each party.
|
|
|
|
|
10.10 Publicity. All publicity concerning this transaction referring to the
|
|
|
|
|
other party shall require the other party's prior written approval which
|
|
|
|
|
shall not be unreasonably withheld.
|
|
|
|
|
10.11 Relationship of the Parties. The relationship of the parties hereto
|
|
|
|
|
is that of independent contractors. Neither party, nor its agents or
|
|
|
|
|
employees, shall be deemed to be the agent, employee, joint venture
|
|
|
|
|
partner, partner or fiduciary of the other party. Neither party shall have
|
|
|
|
|
the right to bind the other party, transact any business on behalf of or in
|
|
|
|
|
the name of the other party, or incur any liability for or on behalf of the
|
|
|
|
|
other party.
|
|
|
|
|
|
|
|
|
|
Files: debian/*
|
|
|
|
|
Copyright: Copyright (C) 2007-2012 Adam Cécile (Le_Vert)
|
|
|
|
|
License: GPL-2.0+
|
|
|
|
|
|
|
|
|
|
License: GPL-2.0+
|
|
|
|
|
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".
|
Adam Cécile (Le_Vert)