SOFTWARE LICENSE AGREEMENT1
JUNIPER NETWORKS, INC. IS WILLING TO LICENSE THE ENCLOSED SOFTWARE AND ACCOMPANYING USER DOCUMENTATION (COLLECTIVELY, THE "PROGRAM") TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE COPYING OR USING THE ACCOMPANYING SOFTWARE OR INSTALLING THE HARDWARE UNIT WITH PRE-ENABLED SOFTWARE OR USING THE ACCOMPANYING USER DOCUMENTATION.
BY USING THE ACCOMPANYING SOFTWARE OR INSTALLING THE HARDWARE UNIT WITH PRE-ENABLED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, JUNIPER NETWORKS IS UNWILLING TO LICENSE THE PROGRAM TO YOU, IN WHICH EVENT YOU SHOULD PROMPTLY WITHIN TEN (10) DAYS FROM SHIPMENT RETURN THE UNUSED SOFTWARE, USER DOCUMENTATION, AND RELATED EQUIPMENT AND HARDWARE TO THE PLACE OF PURCHASE AND YOU WILL RECEIVE A FULL REFUND OF YOUR LICENSE FEE. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND JUNIPER NETWORKS, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION OR UNDERSTANDING BETWEEN THE PARTIES.
1. License Grant. Juniper Networks, Inc. ("Juniper Networks") and its suppliers and licensors hereby grant to you and you hereby accept a nonexclusive, personal and nontransferable license to use the computer software and/or hardware unit with pre-enabled software, including all patches, error corrections, updates, and revisions thereto in machine-readable, object code form only (the "Software"), and the accompanying User Documentation on the Juniper Networks product owned by you and only as authorized in this License Agreement. You may make one (1) archival copy of the Software for backup purposes provided you affix to such copy all copyright, confidentiality, and proprietary notices that appear on the original. Except as authorized under this paragraph, no copies of the Program or any portions thereof may be made, in whole or in part, by you or any person under your authority or control.
The Software and User Documentation are protected under copyright laws. The title to Software and User Documentation shall remain solely with Juniper Networks and its suppliers.
Except as authorized above, you shall not: copy, in whole or in part, the Software or the related User Documentation; modify, reverse assemble, reverse compile, or otherwise translate, dissemble, or obtain source code for the Software or User Documentation, in whole or in part, or permit a third party to do so; rent, lease, distribute, sell, or create derivative works of the Software; pledge, lease, rent, sublicense or share its rights under this License Agreement; or, without Juniper Networks' prior written consent, assign or transfer its rights hereunder.
2. Juniper Networks' Rights. You agree that the Software, including the User Documentation, embodies Juniper Networks' and its suppliers' and licensors' confidential and proprietary intellectual property protected under U.S. copyright law and you will use your best efforts to maintain their confidentiality. You further acknowledge and agree that Juniper Networks or its suppliers and licensors own all right, title, and interest in and to the Software, including all intellectual property rights therein. You shall take no action inconsistent with Juniper Networks' or its suppliers' ownership of such Software. You shall not sublicense, assign, or otherwise disclose to any third party the Software or any information about the operation, design, performance, or implementation of the Software and User Documentation without prior written consent of Juniper Networks. You agree to implement reasonable security measures to protect such confidential and proprietary information and copyrighted material. This License Agreement does not convey to you an interest in or to the Program, but only the limited right of use revocable in accordance with the terms of this License Agreement.
3. License Fees. The license fees paid by you are paid in consideration of the license granted under this License Agreement.
4. Term. This license is effective upon opening of the package(s) or use of the hardware containing the Software, and shall continue until terminated. You may terminate this License at any time by returning the Software, including any User Documentation, and all copies or portions thereof to Juniper Networks. This License will terminate immediately without notice from Juniper Networks if you breach any term or provision of this License. Upon such termination by Juniper Networks, you must return the Software, including any User Documentation, and all copies or portions thereof to Juniper Networks. Termination of this License Agreement shall not prejudice Juniper Networks' rights to damages or other available remedy.
5. Limited Software Warranty: Juniper Networks warrants, for your benefit alone, that for a period of ninety (90) days from the date of shipment from Juniper Networks that the Software substantially conforms to its published specifications.
The limited warranty extends only to you as the original licensee. Your exclusive remedy and the entire liability of Juniper Networks and its suppliers under this limited warranty will be, at Juniper Networks' option, repair or replacement of the Software, or refund of the amounts paid by you under this License Agreement. You agree that this is your sole and exclusive remedy for breach by Juniper Networks, its suppliers or its licensors of any warranties made under this License Agreement.
In no event does Juniper Networks warrant that the Software is error free or that you will be able to operate the Software without problems or interruptions. Juniper Networks does not warrant: 1) that the functions contained in the software will meet your requirements; 2) that the Software will operate in the hardware or software combination that you may select; 3) that the operation of the Software will be uninterrupted or error free; or 4) that all defects in the operation of the Software will be corrected.
This warranty does not apply if the product: 1) has been altered, except by Juniper Networks; 2) has not been installed, operated, repaired, or maintained in accordance with instruction supplied by Juniper Networks; or 3) has been subjected to or damaged by improper environment, abuse, misuse, accident, or negligence.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS LICENSED "AS IS," AND JUNIPER NETWORKS DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES FOR NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. JUNIPER NETWORKS' SUPPLIERS AND LICENSORS DO NOT MAKE OR PASS ON TO YOU OR ANY THIRD PARTY ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR REPRESENTATION, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES FOR NONINFRINGEMENT.
6. Proprietary Rights Indemnification. Juniper Networks shall at its expense defend you against and, subject to the limitations set forth elsewhere herein, pay all costs and damages made in settlement or awarded against you resulting from a claim that the Program as supplied by Juniper Networks infringes a United States copyright or a United States patent, or misappropriates a United States trade secret, provided that you: (a) provide prompt written notice of any such claim, (b) allow Juniper Networks to direct the defense and settlement of the claim, and (c) provide Juniper Networks with the authority, information, and assistance that Juniper Networks reasonably deems necessary for the defense and settlement of the claim. You shall not consent to any judgment or decree or do any other act in compromise of any such claim without first obtaining Juniper Networks' written consent. In any action based on such a claim, Juniper Networks may, at its sole option, either: (1) obtain for you the right to continue using the Program, (2) replace or modify the Program to avoid the claim, or (3) if neither (1) nor (2) can reasonably be effected by Juniper Networks, terminate the license granted hereunder and give you a pro rata refund of the license fee paid for such Program, calculated on the basis of straight-line depreciation over a five-year useful life. Notwithstanding the preceding sentence, Juniper Networks will have no liability for any infringement or misappropriation claim of any kind if such claim is based on: (i) the use of other than the current unaltered release of the Program and Juniper Networks has provided or offers to provide such release to you for its then current license fee, or (ii) use or combination of the Program with programs or data not supplied or approved by Juniper Networks if such use or combination caused the claim.
7. Limitation of Liability. IN NO EVENT WILL JUNIPER NETWORKS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY COST FOR SUBSTITUTE PROCUREMENT; SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE, EVEN IF JUNIPER NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Juniper Networks' cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this License Agreement shall not exceed the total fees paid to Juniper Networks for the Software.
8. Export Control. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import Software.
9. Government Licensees: If any Software or associated documentation is acquired by or on behalf of a unit or agency of the United States government, the government agrees that such Software or documentation is a "commercial item" as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" or "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors and 48 C.F.R. 227.7202-1 through 227.7202-4 of the DoD FAR Supplement and its successors. The use, duplication, or disclosure by the United States government of technical, data, computer software and documentation is subject to the restrictions set forth in FAR section 12.212(a), FAR section 52.227-14(g)(2), FAR section 52.227-19, DFARS section 252.227-7015(b), DFARS section 227.7202-1(a), and DFARS section 227.7202-3(a), as applicable. All United States government end users acquire the Software with only the rights set forth in this License Agreement.
10. General: This License shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any dispute arising out of this Agreement shall be referred to an arbitration proceeding in Boston, Massachusetts, in accordance with the commercial arbitration rules of the American Arbitration Association (the "AAA"). If the parties cannot agree upon an arbitrator, arbitration shall be conducted by a neutral arbitrator selected by the AAA who is knowledgeable in electronics equipment manufacturing and software licensing. The parties shall share the procedural costs of arbitration equally, and each party shall pay its own attorneys' fees and other costs and expenses associated with the arbitration, unless the arbitrator decides otherwise. The arbitrator's award shall be in writing and shall include a statement of reasons, but the arbitrator shall not be permitted to award punitive or indirect damages. The arbitrator's decision and award shall be final and binding and may be entered in any court having jurisdiction. The terms of this section shall not prevent any party from seeking injunctive relief in any court of competent jurisdiction in order to protect its proprietary and confidential information. If any term or provision hereof is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this License Agreement shall remain in full force and effect. This License Agreement constitutes the entire agreement between the parties with respect to the use of the Software and User Documentation and supersedes any and all prior oral or written agreements, discussions, negotiations, commitments, or understandings. No amendment, modification, or waiver of any provision of this License Agreement will be valid unless in writing and signed by the authorized representative of the party against which such amendment, modification, or waiver is sought to be enforced. The waiver by either party of any default or breach of this License Agreement shall not constitute a waiver of any other or subsequent default or breach. This License Agreement shall be binding upon the parties and their respective successors and permitted assigns.
Should you have any questions about this agreement, please contact:
Juniper Networks, Inc.
1194 North Mathilda Avenue
Sunnyvale, CA 94089
Attn: Contracts Administrator
If you and Juniper Networks, Inc., have executed another license agreement for the Program which is now in effect, then such agreement ("Negotiated Agreement") shall supersede this Software License Agreement and shall exclusively govern the use and license terms of the Program.