Licensing Overview
GNU General Public License
The use and distribution of Hoard is governed by the GNU General Public License as published by the Free Software Foundation.
Commercial Licenses
Because of the restrictions imposed by this license (you must make your code open-source), commercial users of Hoard can purchase licenses through the University of Texas at Austin. For detailed information on licenses, please contact Richard Friedman or myself, Emery Berger.
Richard Friedman's contact information follows:
Richard Friedman
The University of Texas at Austin
Office of Technology Commercialization
MCC Building, Suite 1.9A
3925 West Braker Lane
Austin, Texas 78759
(512) 471-4738
(512) 475-6894 (FAX)
Below is a sample license, concluded with a company whose name has been replaced by "LICENSEE". The terms and cost of a commercial license for Hoard vary, depending on the intended use and distribution of Hoard.
SOFTWARE LICENSE AGREEMENT
Distribution Agreement
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is made and entered into this __________ day of ___________, 200X (the "Effective Date") by and between The University of Texas at Austin ("University"), a component of The University of Texas System ("System") and LICENSEE ________________________., a for profit corporation having offices at USA ("Licensee").
RECITALS
A. University is the owner of, or has acquired rights to, the Software (as defined below).
B. Licensee understands that Software was previously released as open source software under a GNU General Public License and GNU Lesser General Public License (as defined below).
C. University desires to grant to Licensee and Licensee desires to obtain from University a nonexclusive license to distribute the Software in binary code form to third parties, and to use the Software in source code and binary code form, solely in accordance with the terms and on the conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS
1.1 "Affiliate" means any business entity more than 50% owned, directly or indirectly, by Licensee, any business entity which owns more than 50% of Licensee, or any business entity that is more than 50% owned, directly or indirectly, by a business entity that owns, directly or indirectly, more than 50% of Licensee.
1.2 "Software" means the source and binary code for the software known as the Hoard Memory Allocator, UTA# C-2533, developed at University.
1.3 "GNU General Public License and GNU Lesser General Public License" means the public licenses, as defined or amended by the Free Software Foundation, Inc., and posted from time to time on http://www.gnu.org.
2. GRANT OF RIGHTS
2.1 Grant of Distribution Rights. University grants to Licensee a non-exclusive, non-transferable, paid-up, royalty-free, worldwide license, on all computer platforms and operating systems, to distribute, to third parties, directly or indirectly through multiple levels of distribution, the binary version of the Software as it may be dynamically linked (as defined below) with a Licensee product or Licensee products.
For the purpose of this Agreement: "dynamic linking" shall mean that Licensee's products will contain a reference or references to the Software which will reside external to Licensee's products.
2.2 Grant of Development and Ancillary Rights. University grants to Licensee a non-exclusive, non-transferable, paid-up, royalty-free, worldwide license, on all computer platforms and operating systems, to use, execute, display, perform, modify and copy, the source and binary code of the Software for development, testing and maintenance of Licensee products. University grants to Licensee a non-exclusive, non-transferable, paid-up, royalty-free, worldwide license, on all computer platforms and operating systems, to use, execute, display, perform, and copy the binary code of the Software in support of the distribution of Licensee products. Title to and ownership of any portion of the Software incorporated into Licensee's products shall at all times remain with University and Licensee shall not have any title or ownership interest therein.
2.3 Affiliates. All rights and licenses granted to Licensee in this Agreement shall also apply to licensee's Affiliates. Licensee shall remain fully liable for the acts and omissions of its Affiliates relative to this Agreement.
3. DELIVERY
3.1 University shall deliver to Licensee, within ten (10) working days of execution of this Agreement, a master copy of the Software licensed hereunder in both source and binary code form. University shall deliver the foregoing in electronic files only. University will provide Licensee with error corrections, bug fixes, patches or other updates to the Software licensed hereunder in binary code form and source code form to the extent available in accordance with University's release schedule for a period of ninety (90) days after the Effective Date of this Agreement. Additionally, Licensee shall be free to use, pursuant to the terms and licenses set forth in this Agreement, any error corrections, bug fixes, patches or other updates to the Software released by the University pursuant to the GNU General Public License and GNU Lesser General Public License.
4. PAYMENT
4.1 Payment. In consideration of the rights granted in this Agreement, Licensee shall pay University a one-time amount of XXXX dollars US ($XXXX US) which shall be due upon execution of this Agreement.
4.2 All amounts payable hereunder by Licensee shall be payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks shall be made payable to University of Texas and shall be forwarded to the Office of Technology Licensing and Intellectual Property, The University of Texas at Austin, MCC Building, Suite 1.9A, 3925 West Braker Lane, Austin, Texas, 78759, Attn: Director.
4.3 Taxes and Other Charges. Licensee shall be responsible for payment of all sales, use, excise, value-added, or other tax or governmental charges imposed on the use of the Software by Licensee (excluding any taxes based on the University's net income).
5. PROTECTION OF SOFTWARE
5.1 Sublicense and Commercialization Rights. No license to distribute the source code or binary code of the Software to third parties for the purpose of commercialization of the Software apart from commercialization with Licensee's products is granted herein. In addition, no license in granted to sublicense the source code or binary code of the Software to third parties is granted herein.
5.2 Proprietary Rights Notices. Licensee shall not remove any copyright, restrictive rights or other proprietary notices that appear in or on the Software.
6. WARRANTIES; SUPERIOR RIGHTS
6.1 Ownership. Except for the rights, if any of the Government of the United States, as set forth hereinbelow, University represents its belief that it is the owner of the entire right, title, and interest in and to Software, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein.
6.2 Government Rights. Licensee understands that the Software may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This Agreement is explicitly made subject to the Government.s rights under any such agreement and any applicable law or regulation, if any. To the extent that there is a conflict between any such agreement, applicable law or regulation and this Agreement, the terms of such Government agreement, applicable law or regulation shall prevail. Distribution of the Software to any government agency by Licensee shall not be subject to the License Royalty set forth herein.
6.3 Limited Warranty. University represents and warrants to Licensee that the Software when properly installed by Licensee and used with the Designated Equipment will perform substantially as described in University's then current Documentation for such Software for a period of ninety (90) days from the date of shipment.
6.4 Limitations. Notwithstanding the warranty provisions set forth in Section 6.3 above, all of University's obligations with respect to such warranties shall be contingent on licensee's use of the Software in accordance with this Agreement and in accordance with University's instructions as provided by University in the Documentation, as such instructions may be amended, supplemented, or modified by University from time to time. University shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field.
6.5 Licensee's Sole Remedy. University's entire liability and Licensee's exclusive remedy shall be, at University's option, either (a) return of the price paid or (b) repair or replacement of the Software upon its return to University; provided University receives written notice from Licensee during the warranty period of a breach of warranty. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
6.6 Disclaimer of Warranties. UNIVERSITY DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES STATED IN SECTION 9.3 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY UNIVERSITY. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE, DERIVATIVE PRODUCTS, DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF UNIVERSITY HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF UNIVERSITY IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF UNIVERSITY AS SET FORTH HEREIN.
6.7 Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH UNIVERSITY IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY UNIVERSITY OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE, DERIVATIVE PRODUCTS AND DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT UNIVERSITY SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE, DERIVATIVE PRODUCTS OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of University to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software delivered to Licensee hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to University by Licensee for the Software whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of University arising out of this Agreement. The parties acknowledge that the limitations set forth in this Article 9 are integral to the amount of consideration levied in connection with the license of the Software, Derivative Products and Documentation and any services rendered hereunder and that, were University to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
7. INDEMNIFICATION
7.1 Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless System, University, their Regents, officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of licensee's modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sublicensees, if any, its subsidiaries or their officers, employees, agents or representatives.
8. TERM, DEFAULT AND TERMINATION
8.1 Term. This Agreement shall commence as of the Effective Date and shall continue in effect for an initial term of five (5) years. Thereafter, the term of this Agreement shall be automatically renewed annually on the anniversary of the Effective Date for one (1) year renewal terms unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the end of the initial or any renewal term hereof.
8.2 Events of Default. This Agreement may be terminated by the non-defaulting party if any of the following events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; (2) if either party makes an assignment in violation of Article 10 (Nonassignability); (3) if a party becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (4) if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; or (5) if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days.
8.3 Effective Date of Termination and Survival. Termination due to a material breach and/or material default shall be effective thirty (30) days after notice of termination to the defaulting party if the material breach and/or material default has not been cured within such thirty (30) day period. However, upon Licensee's third material breach and/or material default on any of its obligations it shall be at University's sole discretion to terminate this Agreement as of the date of written notice from University of the third material breach and/or material default, and Licensee shall not have another thirty (30) day period to cure the material breach and/or material default. The rights and obligations of the parties under this Agreement shall survive the termination or expiration of this Agreement. All rights and licenses in and to the Software properly granted by Licensee to any third parties pursuant to this Agreement prior to any termination or expiration of this Agreement shall continue in full force and effect after such termination or expiration.
8.4 Obligations on Termination. Within ten (10) days after termination of this Agreement and upon request from University, Licensee shall cease and desist all use of the Software and shall destroy or return to University all full or partial copies of the Software in licensee's possession or under its control. Notwithstanding the foregoing, Licensee and its Affiliates shall be entitled to retain for a period of three (3) years after the expiration or termination of the Agreement a limited number of copies of the Software for the purpose of supporting Licensee products that have been licensed with the Software prior to the expiration or termination of the Agreement.
9. NOTICES
9.1 All notices, authorizations, and requests in connection with this Agreement shall be deemed given (i) five days after being deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or (ii) one day after being sent by overnight courier, charges prepaid, with a confirming fax; and addressed as first set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other.
10. NONASSIGNABILITY
10.1 Licensee shall not assign this Agreement or its rights hereunder without the prior written consent of University.
10.2 Successors; Assignment. Notwithstanding Section 10.1, Licensee may assign this Agreement together with all of its rights and obligations under this Agreement (i) to an Affiliate, or (ii) as part of a sale, merger, or other transfer of all or substantially all the stock or assets of the business to which this Agreement relates and this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
11. GOVERNING LAW; JURISDICTION AND VENUE
11.1 The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas. The Texas state courts of Travis County, Texas (or, if there is exclusive federal jurisdiction, the United States District Court for the Travis County District of Texas) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.
12. EXPORT REQUIREMENTS
12.1 The Software and all related technical information or materials are subject to export controls and are licensable under the U.S. Government export regulations. Licensee will comply strictly with all legal requirements established under these controls and will not export, reexport, divert, transfer or disclose, directly or indirectly the Software and any related technical information or materials without the prior approval of the U.S. Department of Commerce.
13. SEVERABILITY
13.1 If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14. MISCELLANEOUS
14.1 This Agreement and its exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof and Licensee shall not be bound by terms of the GNU General Public License and GNU Lesser General Public License with respect to current and future versions of Software. This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party.s duly authorized representative. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the date first set forth above.