DEVELOPMENT LICENSE AGREEMENT for the software “Planet”
IMPORTANT! PLEASE READ THROUGH THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY ACCESSING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE, YOU BECOME A PARTY TO THIS DEVELOPMENT LICENSE AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS DEVELOPMENT LICENSE AGREEMENT YOU SHOULD NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
- This Development License Agreement (hereinafter the “Agreement”) is between:
- You, (the “Licensee”), and
- ESN Social Software AB, Reg. No. 556331-7576, a Swedish company with visiting address Bredgränd 4, 753 20 Uppsala, Sweden, and registered address Birger Jarlsgatan 13, 111 45 Stockholm, Sweden, (the “Licensor”).
This Agreement will grant to Licensee a right to develop web services and web applications made available to end users on or via the Internet based on Planet and subject to the terms and conditions set forth in this Agreement, (the “Development License”).
Licensee may be obligated to pay an fee to get access to certain SLA-levels. Planet will be accessible by way of an individual user account (“User Account”).
In this Agreement, the following definitions are used. Furthermore, definitions inserted in the Clauses have the meaning given in respective Clause:
“Development License” means the license to use Planet for development of web services and web applications for the purpose as set forth in Clause 3.1;
“Development License Fee” means the sums payable by Licensee to Licensor for the Development License as set forth in Clause 8;
“Web Service” means interactive web services to be developed, implemented and operated on Planet by a Licensee;
“Compatible” means that a new Update shall not cause unreasonable migration work for Licensee. Any migration work for Licensee cased by an Update shall not constitute a reason to regard the Update to be incompatible with the previous version of Planet within the same Release;
“Date of Delivery” means the day when Licensor provides access to the Planet development environment to Licensee via the Internet; “Development environment” means the Planet Integrated Development Environment (“IDE”), and the Planet development functionality that is made available to the developer when logging into the IDE;
“Documentation” means the technical documentation and instructions document associated with Planet integrated in Planet and made available by Licensor on dev.esn.me;
“Planet” means the standardised social networking software development platform Planet 1.X series consisting of several components, including its Documentation and any Third Party Products, as further described in the Documentation. Any enhancements, bug fixes, Updates or error corrections of Planet provided to Licensee by Licensor shall be deemed part of and included in the definition of “Planet”;
“Fees” means any and all fees payable by Licensee to Licensor under this Agreement;
“Hot Update” means an Update that is actively made available specifically to Licensee from Licensor for solving a specific Defect or problem in Planet, outside Licensor’s regular distribution of Planet Updates;
“Service Levels” means the specific service and support levels and included platform functionality that ESN offers within this License agreement. “Licensor” means ESN Social Software AB, Reg. No. 556331-7576;
“Object Code” means computer-programming code in machine-readable form, which may be provided substantially or entirely in binary form and directly executable by a computer after processing or linking and from which the corresponding Source Code cannot be derived;
“Partner Source” means the right for Licensee to modify the Planet source code with an obligation to share such modifications with Licensor without undue delay and that any such modification made by Licensee is the sole property of Licensor;
“Party” means Licensee and/or Licensor individually and “Parties” shall mean Licensee and Licensor jointly;
“Premium service levels” means additional functionalities and/or support levels that Licensee may obtain via additional fees;
“Production License” means the license to use Planet for the operation and the deployment of web services and to make web applications available to end users on or via the Internet and for the purpose set forth in and granted under a separate Production License Agreement;
“Release” means new versions of Planet including increased capacity, new functionality and new applications compared to the version currently used by Licensee, as solely determined by Licensor. A Release is indicated by a change of the first digit in the designation of Planet, e.g. from 1.1 to 2.0;
“€” means Euros;
“Support” means the undertaking of Licensor to provide support to Licensee in relation to Planet as set forth in Clause 9;
“Source Code” means high-level human readable computer program code including APIs, data structures, interfaces, techniques, processes, methods, and any accompanying notes, commentary, documentation, procedural code, algorithms, notes, build scripts, and test cases;
“Third Party Products” means software that is owned and licensed by parties other than Licensor and which is made available by Licensor together with Planet and listed in Clause 10;
“Update” means a new version of Planet that includes bug fixes, error corrections and updates to existing functionality that is not a Release. An Update is indicated by a change of the second or third digit in the designation of Planet, e.g. from 1.1 to 1.2, or 1.1.1 to 1.1.2;
3. Development License Grant¶
Subject to the conditions and the restrictions set forth in this Agreement, and the payment of one (1) Development License Fee per each natural person developer, Licensee is hereby granted a non-exclusive, non-transferable, non-sub licensable license to use Planet for the development of web services and web applications for a period of one (1) year, (“Development License”). With regard to Third Party Products see Clause 10.
For the avoidance of doubt, the license granted in Clause 3.1 above, does not include a Production License and does not grant a License to operate, deploy and make Web services available to end users on the Internet.
The Development License will give access to Planet through a User Account. The User Account shall be personal. Licensee shall be free to let a User Account be for one of its employees or for a sub-contractor or consultant engaged by Licensee for the development of web services and web applications (“Contractor”).
The Development License includes a right for Licensee to modify the Source Code of Planet (“Partner Source”) solely for use in Licensees own Web services and for the purpose set forth in this Clause 3. Licensor shall however bear no liability for any such modifications.
The right to modify the Source Code of integrated third party products in Planet is subject to each license agreement of such third party product.
Further, it shall be permitted for Licensee to replace any Third Party Product LGPL component and Licensee shall have the right to reverse engineer Planet to debug its interaction with new and/or altered version of the Third Party Product LGPL components.
Except where expressly permitted in this Agreement, Licensee agrees not to copy or in any way share or redistribute any Source Code of Planet, including any modifications done by Licensee, to third parties or create derivative works of the Source Code of Planet for any other purpose than for use in Licensees own Web services and for the purpose set forth in this Clause 3.
Any modification of the Source Code of Planet made by Licensee is solely an intellectual property of ESN. Licensee also acknowledges that it is obligated to share any modification of Planet, done by Licensee itself or any sub contractor, with ESN without undue delay.
Licensor may, as decided by Licensor in its sole discretion, make available a Development License without cost for an evaluation period shorter than 12 months. In such case, the Development License will be automatically disabled at the expiry of the evaluation period.
For the avoidance of doubt, neither the User Account nor the user details and login to a User Account, may be sold, given, lent, sublicensed, or otherwise transferred to anyone without prior written consent of Licensor.
Licensee acknowledges that the License granted herein does not transfer to Licensee any title to or ownership of Planet or to the intellectual property rights in Planet. All rights, title and interest in and to Planet, and the intellectual property rights in Planet, including any Updates thereof, shall be owned by Licensor or its licensors. Licensee understands that Planet is protected by intellectual property laws and treaties. Planet is licensed to Licensee, not sold. Under no circumstances shall this Agreement be interpreted as transferring to Licensee the ownership of Planet.
Licensee shall ensure that its employees and Contractors comply with the terms and conditions of this Agreement at all times. Licensee shall be liable for its employees’ and Contractors’ acts and omissions as if the act or omission had been Licensee’s own.
4. Intellectual property rights and security¶
All right, title and interest in and to Planet, and the Intellectual Property Rights in Planet, including all copies and any Updates thereof, shall be owned by Licensor or its licensors. Licensee acknowledges and understands that Planet is protected by intellectual property laws and treaties.
Except for the limited license granted under this Agreement, Licensee obtains no other right in Planet. Under no circumstances shall this Agreement be interpreted as transferring to Licensee the ownership of Planet.
Licensee acknowledges that the structure, organization and the Source Code of Planet are valuable trade secrets of Licensor that shall be kept in confidence for the benefit or Licensor.
Licensee agrees to pay attention to security aspects related to Planet and the use of Internet. Licensee undertakes to observe gaps in security and to report any such gaps to Licensor.
5. Installation and Documentation¶
Planet is made available to Licensee for downloading on Licensor’s website planetframework.com and Licensee shall be solely responsible for the installation of Planet. Planet is accessible by way of the User Account.
The Documentation is provided electronically integrated in Planet and it is, in addition thereto, to some extent made available by Licensor on planetframework.com. The Documentation is revised at each Update.
6. No warranties, Limitation of liability¶
THE DEVELOPMENT LICENSE AND ESN PLANET ARE UNDER THIS AGREEMENT DELIVERED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR MAKES NO WARRANTY OR REPRESENTATION, IMPLIED OR EXPRESS, WHETHER BY STATUTE, COMMON LAW, USAGE, CUSTOM OR OTHERWISE AS TO ANY MATTERS IN RELATION TO THE DEVELOPMENT LICENSE AND ESN PLANET, AND LICENSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY, PERFORMANCE OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ESN PLANET WILL OPERATE ERROR FREE OR UNINTERRUPTED. LICENSOR SHALL UNDER NO CIRCUMSTANCES HAVE ANY LIABILITY OF ANY KIND TO LICENSEE OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST REVENUES OR PROFITS), PUNITIVE OR OTHER INDIRECT DAMAGES OR LOSSES (AND REGARDLESS OF LICENSOR HAVING BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS), RESULTING FROM OR ARISING OUT OF (WHETHER DIRECTLY OR INDIRECTLY) ANY ACT OR OMISSION OF ANY KIND BY LICENSOR, ANY ACCESS TO OR USE BY LICENSEE OR ANY OTHER PERSON OF ESN PLANET UNDER THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. LICENSOR’S AGGREGATE LIABILITY TO LICENSEE AND TO ANY OTHER PERSON FOR LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR PURSUANT TO THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE DEVELOPMENT LICENSE FEE.
7.Liability for Damages in case of excess use¶
Licensee shall indemnify, defend and hold Licensor harmless against any and all losses which Licensor may incur, suffer or be required to pay, defend, settle or satisfy as a result of Licensee’s use of Planet in excess of the rights conferred in this Agreement or otherwise in contravention of this Agreement, regardless of whether or not Licensor decides to terminate this Agreement.
8. Development License Fee and payment¶
- Licensee shall pay a Development License Fee in accordance with Licensor’s price list current at the time, for each Development License.
- The Development License Fee shall be paid by Licensee in accordance with the instructions set forth on the website where Planet is made available to Licensee.
- The Development License Fee is subject to VAT, which shall be added as applicable as well as any other special taxes or fees imposed by changes in public regulations introduced after signing of this Agreement.
- The Development License Fee shall carry interest in accordance with the Swedish Interest Act, (Räntelagen 1975:635), and Licensee shall reimburse Licensor for all expenses, including attorney’s fees and costs, associated with collecting delinquent or dishonoured payment. If Licensee fails to pay past-due amounts Licensor shall, in addition to any other remedy that Licensor may have under this Agreement, be entitled to suspend Licensee’s further use of Planet.
9. No Support or Maintenance¶
1.No additional support or maintenance is provided under this Agreement.
10. Third Party Products¶
Below a list of Third Party Products: http://www.planetframework.com/documentation/1.8/Licenses/
Licensee acknowledges that the Third Party Products are licensed to Licensee in accordance with and subject to any restrictions set forth in the relevant third party’s terms and conditions for such software as set forth in the Production License.
11.Term of Development License¶
The Development License will be automatically disabled at the expiry of an evaluation period.
The Development License is valid for one (1) year and shall expire automatically at the end of that year unless renewed. Any renewal is made on the terms and conditions applied by Licensor for Planet at the time of the renewal.
The Development License and this Agreement will terminate immediately if Licensee fails to comply with the terms and conditions of this Agreement.
Licensor may terminate this Agreement with immediate effect in the event that Licensor, for any reason, ceases to have the necessary licenses for the Third Party Products and within reasonable time and with reasonable effort, is not able to find a substitute for THE Third Party Product.
Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party enters into liquidation or is declared bankrupt.
Upon termination of this Agreement for any reason, Licensor may take actions so that Planet no longer operates and the User Account will then be shut down. Upon termination of this Agreement, Licensor is not obligated to refund any paid Development License Fee and Licensee shall immediately cease to use the Development License.
Upon termination of this Agreement, any provision of this Agreement which expressly or by implication is intended to come into or remain in force on or after termination shall remain in full force and effect.
- Entire Agreement
This Agreement constitutes the Parties’ entire agreement. The provisions of this Agreement hereby supersede all written or oral undertakings and commitments, including program specifications and suchlike, drafted prior to the Agreement.
Licensee shall not, without Licensor’s prior written consent, be entitled to assign any of its rights or obligations under this Agreement.
If any provision of this Agreement or the application thereof shall be declared or deemed invalid or unenforceable in whole in part, the remaining provisions of this Agreement shall continue in full force and effect.
13. Governing Law and Disputes¶
This Agreement shall be governed by the substantive laws of Sweden. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm.
|thrift||Serialization between Planet modules||Open Source||Apache License 2.0|
|netifaces||IP lookup||Open Source||MIT|
|fsnotifier||Detecting file changes||Open Source||Apache License 2.0|
|jemalloc||Memory allocator||Open Source||Derived BSD|
|pymongo||MongoDB driver||Open Source||Apache License 2.0|
|MySQL for gevent||MySQL driver||Open Source||BSD|
|jQuery||Browser compatibility||Open Source||MIT or GPL|
|Beaker 1.3.1||Session handling||Open Source||Beaker License|
|memcached||Memory cache||Open Source||BSD|
|gevent memcache||Memcache driver||Open Source||BSD|
|SnakeYAML||YAML parsing||Open Source||Apache License 2.0|
|log4j||Logging||Open Source||Apache License 2.0|
|Netty||NIO client server||Open Source||Apache License 2.0|
|Jackson||JSON processing||Open Source||Apache License 2.0|
|JYaml||YAML parsing||Open Source||BSD|
|Thrift||RPC serialization||Open Source||Apache License 2.0|
|Google Guice||Dependency injection||Open Source||Apache License 2.0|
|Jetbrains Annotations||Annotations||Open Source||Apache License 2.0|
|Jakarta Commons HttpClient||Test client||Open Source||Apache License 2.0|
|Commons-logging||Dependency for Jakarta Commons HttpClient||Open Source||Apache License 2.0|
|Commons Codec||Dependency for Jakarta Commons HttpClient||Open Source||Apache License 2.0|
Python Bundled with SDK¶
|Python||Language for Planet||Open Source||Python 2.6.2 License|
|MySQL Enterprise (signed by customer)||Planet Database||Commercial||Mysql Enterprise Subscription Agreement|
|MySQL Connector/J 5.1||Driver for MySQL when used migrating database||Commercial||MySQL OEM Agreement|
|MongoDB||Database server||Open Source||AGPL|
Integrated Development Environment¶
|PyCharm||Base for IDE||Commercial||PyCharm License Agreement|
|LiquiBase||Planet Database Migration||Open Source||LGPL 2.1|
|MySQL Connector/J 5.1||Driver for MySQL when used from IDE||Commercial||MySQL OEM Agreement|
|MySQL OEM 5.1||MySQL server used in development||Commercial||MySQL OEM Agreement|
|Axis||Planet Bug Reporting||Open Source||Apache License 2.0|
|Apache Commons||Library used by Axis||Open Source||Apache License 2.0|
|WSDL4J||Planet Bug Reporting||Open Source||Common Public License 1.0|
|java-registry||Lookup Windows Registry to find SDK paths||Open Source||LGPL|
|Ganymed SSH-2||SSH Connections to Production Server||Open Source||BSD|
|MongoDB||Database server||Open Source||AGPL|