Community Software Agreement

 

IMPORTANT: This Community Software Agreement (“Agreement“) is a legal agreement between you (either as an individual or as a legal entity that you represent as an authorized employee or agent) (“you”) and Apstra, Inc. (“Apstra“) that governs your use of Apstra’s Apstra Operating System (AOS) software and related documentation (“Software“). PLEASE CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE DOWNLOADING, INSTALLING OR MODIFYING THE SOFTWARE. BY DOWNLOADING THE SOFTWARE OR CLICKING THE BUTTON ASSENTING TO THIS AGREEMENT, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY THE TERMS STATED BELOW AS OR ON BEHALF OF LICENSEE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT INSTALL, COPY, OR OTHERWISE USE THE SOFTWARE.

1. Prerequisites. In order to enter into this Agreement you must accept the Apstra End User License Agreement (“EULA”) which is available here: https://www.apstra.com/eula/. By entering into this Agreement you hereby acknowledge and agree that you have read the EULA and agree to be bound by its terms. You may be an end user of the Software that has accepted the EULA (an “End User”) or you may be an Apstra reseller, system integrator, OEM partner, or distributor or otherwise have the right from Apstra to resell or distribute the Software (an “Apstra Certified Partner”).

2. Rights to develop for the Software. The Software is delivered to you in both binary form and in script files. Some script files provide you with the ability to develop your own applications to run on top of the Software. Subject to your compliance with this Agreement and the EULA, Apstra grants you a non-exclusive, non-transferable, non-sublicenseable, and revocable worldwide license to use, copy, and modify the script files agreed to in writing by Apstra (the “Platform Files”), solely for purposes of developing, implementing, and integrating your hardware with the Software, improving or enhancing the interoperability of the software with your systems, or developing your own applications to run on top of the Software. (Such modifications to the Platform Files are “Platform Modifications.”) Apstra provides a resource to allow End Users to share knowledge, documentation, experience, and Platform Modifications (the “Community”). For the benefit of the Community, Apstra encourages you to submit your Platform Modifications to Apstra to be shared with the Community. Therefore, Apstra grants you the right to distribute your Platform Modifications to Apstra for use by other Apstra End Users and Apstra Certified Partners. If you are an Apstra Certified Partner, Apstra additionally grants you the right to distribute the Platform Modifications to your End User customers. Please contact community@apstra.com for additional details regarding the submission of your modifications to Apstra.

3. License to Modifications. You are not obligated to provide any Platform Modifications to Apstra or the Community. However, regardless of whether you submit to Apstra your Platform Modifications for use by the Community, you hereby grant to Apstra a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute any Platform Modifications that you have made. You hereby grant to any recipients of the Software, whether distributed by or on behalf of Apstra, a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute any Platform Modifications that you provide to the Community. Regardless of whether you submit to Apstra your Platform Modifications for use by the Community, you hereby grant to Apstra a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer any Platform Modifications that you have made to the Software, where such license applies only to those patent claims licensable by you that are necessarily infringed by your Platform Modifications alone or by combination of your Platform Modifications with the Software. You hereby grant to recipients of the Software distributed by or on behalf of Apstra a perpetual, worldwide, non-exclusive, no- charge, royalty-free, irrevocable patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer any Platform Modifications that you provide to the Community, where such license applies only to those patent claims licensable by you that are necessarily infringed by your Platform Modifications alone or by combination of your Platform Modifications with the Software.

4. No Support. Apstra will make support services for the Software available through Apstra’s Community website. If you are an Apstra Certified Partner, you are responsible for providing all support and/or technical assistance to your End User, if any, regarding the use of the Software if it contains Platform Modifications. Unless otherwise provided in a written support agreement between you and Apstra, Apstra will not provide support and/or technical assistance for any Platform Modifications, either to you or to your End User, if any.

5. Restrictions. Except as permitted herein, you may not (and you may not permit anyone else to) remove, alter or obscure any copyright or other proprietary notice or attribution (or any source identifier) included in the Software.

6. Disclaimer. You assume all responsibility and risk of use of the Platform Modifications. Platform Modifications are provided “AS IS” without warranty or condition of any kind. APSTRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Apstra is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the Platform Modifications.

7. Limitation of Liability. IN NO EVENT WILL APSTRA BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT APSTRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL APSTRA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR PLATFORM MODIFICATIONS EXCEED $500.

8. Modifications to this Agreement. Apstra reserves the right to update or modify this Agreement at any time. The revised terms will be effective immediately upon posting on Apstra’s website and will apply to any Software accessed following such posting, including any updates, upgrades, modifications or new releases of any Software you have obtained previously.

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