license.txt

agentpp.com的免费的SNMP AGENT开发包. 本开发包来自 http://www.agentpp.com/ AGENT++ 版本v3.5.14 (包含VC7工程文件) AGENT++ W

AGENTX++ LICENSE AGREEMENT
==========================


THIS LICENSE AGREEMENT (this "Agreement") is made effective as of the
date the product is installed by and between (i) Frank Fock, the
author of AgentX++ ("LICENSOR") and the party executing this Agreement
as Licensee ("LICENSEE").


1. DEFINITIONS.

1.1 Licensed Software means Frank Fock's AgentX++ computer software
and documentation thereof, as specified in Exhibit A, including
bug fixes and updates thereto provided to LICENSEE in connection with
this Agreement.

1.2 Intellectual Property Rights means patent rights, copyright
rights, trade secret rights, and any other intellectual property
rights.

1.3 Binary Code means the portion of the Licensed Software, which is
licensed, to LICENSEE in machine executable binary form, as specified
in Exhibit A.

1.4 Source Code means the portion of the Licensed Software, which is
licensed, to LICENSEE in human-readable form, as specified in Exhibit
A.


2. GRANT OF LICENSE.

2.1 Source Code Use License.  Subject to the terms and conditions of
this Agreement, and upon payment by LICENSEE to LICENSOR of the
license fees set forth in Addendum A, LICENSOR grants LICENSEE a
non-exclusive, non-transferable license to use, modify, or have
modified by a third party contractor subject to a confidentiality
agreement no less restrictive than this Agreement, the Source Code for
internal use only, for the sole purpose of developing AgentX enabled
SNMP agents.  LICENSEE may use the Source Code on more than one CPU.
LICENSEE is granted a royalty-free license to any and all Binary Code
derivatives based upon the licensed Source Code, provided that the
Binaries are not a documented part of any distribution material.  

2.2 Binary Code License. Subject to the terms and conditions of
this Agreement, and upon payment by Licensee to Licensor of the
license fees set forth in Addendum A, Licensor grants Licensee a
non-exclusive, non-transferable license to use the Binary Code on one
CPU. Licensee agrees to comply with all reasonable monitoring
requirements imposed by Licensor to ensure compliance with such limit
on the maximum number of concurrent users.


2.3 No Sublicense Right.  LICENSEE has no right to transfer,
sublicense or otherwise distribute the Licensed Software to any
third party, except if the third party takes over the business of
LICENSEE.

2.4 Other Restrictions in License Grants.  LICENSEE may not: (i) copy
the Licensed Software, except as necessary to use the Licensed
Software in accordance with the license granted under Section 2.1, and
except for a reasonable number of backup copies.

2.5 No Trademark License. LICENSEE has no right or license to use any
trademark of LICENSOR during or after the term of this Agreement.

2.6 Proprietary Notices.  The Licensed Software is copyrighted.  All
proprietary notices incorporated in, marked on, or affixed to the
Licensed Software by LICENSOR shall be duplicated by LICENSEE on all
copies, in whole or in part, in any form and not altered, removed, or
obliterated.

2.7 Reservation. LICENSOR reserve all rights and licenses to the
Licensed Software not expressly granted to LICENSEE under this
Agreement.

2.8 Delivery.  Upon execution of this Agreement, and payment of the
amounts due and owing under this Agreement, LICENSOR will provide
LICENSEE with one (1) copy of the Product by downloading from
LICENSOR'S Web site.



3. PRODUCT WARRANTY.

3.1. LICENSOR warrants to LICENSEE that, at the date of delivery of
the Products to LICENSEE and for a period ending 90 days following the
date of delivery of the Products to LICENSEE the Products shall
perform substantially in accordance with the published specifications
and Documentation.  If notified in writing by LICENSEE, LICENSOR may,
at its option, correct significant program errors in the Products
within a reasonable time period.  THE FOREGOING PRODUCT WARRANTY IS IN
LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF
DEALING, CUSTOM OR USAGE OR OTHERWISE.

3.2. Except as set forth above, in no event shall LICENSOR be liable
to LICENSEE, in excess of the price paid to LICENSOR by LICENSEE for
the Products hereunder, for any breach of warranty or any claim, loss
or damage arising from or relating to the installation, use or
performance of the Products (including, without limitation, any
indirect, special, incidental or consequential damages).

3.3. LICENSOR reserves the right at any time to make changes to the
Products.

3.4. IN NO EVENT SHALL LICENSOR BE LIABLE (WHETHER IN TORT,
NEGLIGENCE, CONTRACT, WARRANTY, PRODUCT LIABILITY OR OTHERWISE) FOR
ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF
PROFITS OR SAVINGS ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF
TERMS OF THIS AGREEMENT OR THE USE, INABILITY TO USE OR RESULTS OF USE
OF THE PRODUCTS EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.


3.5 In no event will LICENSOR be liable for any third-party products
used with, or installed in, the Product.  LICENSOR does not warrant
the compatibility of the Product with any third-party products,
whether hardware or software.



4. COPYRIGHT AND PATENT INDEMNIFICATION.


4.1. LICENSOR agrees to indemnify and hold LICENSEE harmless from any
final award of costs and damages against LICENSEE for any action based
on infringement of any German copyright or patent as a result of the
use of the Products: (i) under the terms and conditions specified
herein; (ii) under normal use; and (iii) not in combination with other
items; provided that LICENSOR is promptly notified in writing of any
such suit or claim against LICENSEE and further provided that LICENSEE
permits LICENSOR to defend, compromise or settle the same and gives
LICENSOR all available information, reasonable assistance and
authority to enable LICENSOR to do so. LICENSOR'S LIABILITY TO
LICENSEE PURSUANT TO THIS ARTICLE IS LIMITED TO THE TOTAL FEES PAID BY
LICENSEE TO LICENSOR IN THE CALENDAR YEAR IN WHICH ANY FINAL AWARD OF
COSTS AND DAMAGES IS DUE AND OWING.


5. TRADE SECRETS AND PROPRIETARY INFORMATION.

5.1. LICENSEE acknowledges that LICENSOR is the owner of the Products,
that the Products are confidential in nature and not in the public
domain, that LICENSOR claims all intellectual and industrial property
rights granted by law therein and that, except as set forth herein,
LICENSOR does not hereby grant any rights or ownership of the Products
to LICENSEE or any third party.  Except as set forth herein, LICENSEE
agrees not to copy or otherwise reproduce any Product, in whole or in
part, without LICENSOR's prior written consent.  LICENSEE further
agrees to take all reasonable steps to ensure that no unauthorized
persons shall have access to any of the Products and that all
authorized persons having access to the Products shall refrain from
any such disclosure, duplication or reproduction except to the extent
reasonably required in the performance of LICENSEE'S duties under this
Agreement.

5.2. LICENSEE agrees to accord the Products and the Documentation and
all other confidential information relating to this Agreement the same
degree and methods of protection as LICENSEE undertakes with respect
to its confidential information, trade secrets and other proprietary
data.

5.3. LICENSEE agrees not to challenge, directly or indirectly, the
right, title and interest of LICENSOR in and to the Products, nor the
validity or enforceability of LICENSOR's rights under applicable law.
LICENSEE agrees not to directly or indirectly, register, apply for
registration or attempt to acquire any legal protection for any of the
Products or any proprietary rights therein or to take any other action
which may adversely affect LICENSOR's right, title or interest in or
to the Products in any jurisdiction.

5.4. LICENSEE acknowledges that, in the event of a breach by LICENSEE
of its obligations under this Article 5, LICENSOR may immediately
terminate this Agreement, without liability to LICENSEE and may bring
an appropriate legal action to enjoin any such breach hereof, and
shall be entitled to recover from LICENSEE reasonable legal fees and
costs in addition to other appropriate relief.

5.5. LICENSEE agrees to notify LICENSOR immediately and in writing of
all circumstances surrounding the unauthorized possession or use of
the Products and Documentation by any person or entity.  LICENSEE
agrees to cooperate fully with LICENSOR in any litigation relating to
or arising from such unauthorized possession or use.


6. TERMINATION.  

6.1. LICENSOR may terminate this Agreement at any time after the
occurrence of any of the following events:

(a) LICENSEE is declared or acknowledges that it is insolvent or
otherwise unable to pay its debts as they become due or upon the
filing of any proceeding (whether voluntary or involuntary) for
bankruptcy, insolvency or relief from creditors of LICENSEE;
(b) LICENSEE enters into any agreement relating to its acquisition by
an unaffiliated third party or a majority of the equity interest of
LICENSEE is sold or otherwise transferred to an unaffiliated third
party;
(c) LICENSEE assigns or transfers this Agreement or any of its rights
to obligations hereunder, without LICENSOR's prior written consent; or
(d) LICENSEE violates any material provision of this Agreement,
including without limitation, the payment obligations set forth in
Addendum A.

6.2. LICENSEE may terminate this Agreement at any time after the
occurrence of any of the following events:
(a) LICENSOR is declared or acknowledges that it is insolvent or
otherwise unable to pay its debts as they become due or upon the
filing of any proceeding (whether voluntary or involuntary) for
bankruptcy, insolvency or relief from creditors or LICENSOR; or
(b) LICENSOR violates any material provision of this Agreement.

6.3. Upon the termination of this Agreement for any reason, LICENSEE
will discontinue all use of the Products and, within ten (10) days
after termination, will destroy or delete all copies of the Products
then in its possession, including but not limited to, any back-up or
archival copies of the Products and Documentation.  At LICENSOR's
request, LICENSEE will verify in writing to LICENSOR that such actions
have been taken.

6.4. No termination of this Agreement for any reason whatsoever shall
in any way affect the continuing obligations of the parties under
Articles 5 hereof.


7. GENERAL PROVISIONS.

7.1. This Agreement does not create any relationship of association,
partnership, joint venture or agency between the parties.

7.2. This Agreement (including the Addendums attached to the
Agreement) sets forth the entire agreement and understandings between
the parties hereto with respect to the subject matter hereof.  This
Agreement merges all previous discussions and negotiations between the
parties and supersedes and replaces any and every other agreement,
which may have existed between LICENSOR and LICENSEE with respect to
the contents hereof.

7.3. Except to the extent and in the manner specified in this
Agreement, any modification or amendment of any provision of this
Agreement must be in writing and bear the signature of the duly
authorized representative of each party.

7.4. The failure of either party to exercise any right granted herein,
or to require the performance by the other party hereto of any
provision if this Agreement, or the waiver by either party of any
breach of this Agreement, shall not prevent a subsequent exercise or
enforcement of such provisions or be deemed a waiver of any subsequent
breach of the same or any other provision of this Agreement.

7.5. LICENSEE shall not sell, assign or transfer any of its rights,
duties or obligations hereunder without the prior written consent of
LICENSOR. LICENSOR reserves the right to assign or transfer this
Agreement or any of its rights, duties and obligations hereunder, to
any direct or indirect subsidiary or affiliate of LICENSOR.

7.6.  All notices required by this Agreement must be sent by certified
mail in order to be deemed effective when sent to the following:

FOR LICENSOR:
 
Frank Fock
Schlossstrasse 8
73765 Neuhausen, Germany


    
EXHIBIT A

Licensed Software

AgentX++

a.  Source Code - (ANSI C++ for Linux, Solaris, Win32)
b.  Binary Code - AgentX++Win32 Master Agent 
    (Win XP/2000/NT4)


ADDENDUM A

For evaluation purposes and non commercial use only,
a free license is granted, provided that the LINCENSEE
accepts this license agreement. 

In order to obtain a license to use AgentX++ in a 
commercial environment, LICENSEE has to purchase a
commercial license from LICENSOR. The actual pricing 
list and other related information can be found at 
http://www.agentpp.com