ORACLE TECHNOLOGY NETWORK
DEVELOPMENT AND DISTRIBUTION LICENSE AGREEMENT
"We,"
"us," and "our" refers to Oracle USA, Inc., for and on behalf of itself and its
subsidiaries and affiliates under common control. "You" and "your" refers
to the individual or entity that wishes to use the programs from Oracle.
"Programs" refers to the software product you wish to download and use and
program documentation. "License" refers to your right to use the programs
under the terms of this agreement. This agreement is governed by the
substantive and procedural laws of California. You and Oracle agree to
submit to the exclusive jurisdiction of, and venue in, the courts of San
Francisco, San Mateo, or Santa Clara counties in California in any dispute
arising out of or relating to this agreement.
We are willing to license the programs to you only upon the condition that you accept all of the terms contained in this agreement. Read the terms carefully and select the "Accept" button at the bottom of the page to confirm your acceptance. If you are not willing to be bound by these terms, select the "Do Not Accept" button and the registration process will not continue.
License Rights
We grant you a nonexclusive, nontransferable limited
license to use the programs for purposes of developing your applications.
You may also distribute the programs with your applications to your
customers. If you want to use the programs for any purpose other than as
expressly permitted under this agreement you must contact us, or an Oracle
reseller, to obtain the appropriate license. We may audit your use of the
programs. Program documentation is either shipped with the programs, or
documentation may accessed online at
http://otn.oracle.com/docs.
Ownership and Restrictions
We retain all ownership and intellectual property rights in
the programs. You may make a sufficient number of copies of the programs
for the licensed use and one copy of the programs for backup
purposes.
You may not:
- use the programs for any purpose other than as provided
above;
- distribute the programs unless accompanied with your
applications;
- charge your end users for use of the programs;
- remove or
modify any program markings or any notice of our proprietary rights;
- use
the programs to provide third party training on the content and/or functionality
of the programs, except for training your licensed users;
- assign this
agreement or give the programs, program access or an interest in the programs to
any individual or entity except as provided under this agreement;
- cause or
permit reverse engineering (unless required by law for interoperability),
disassembly or decompilation of the programs;
- disclose results of any
program benchmark tests without our prior consent; or,
- use any Oracle name, trademark
or logo.
Program Distribution
We grant you a nonexclusive, nontransferable right to copy
and distribute the programs to your end users provided that you do not charge
your end users for use of the programs and provided your end users may only use
the programs to run your applications for their business operations. Prior
to distributing the programs you shall require your end users to execute an
agreement binding them to terms consistent with those contained in this section
and the sections of this agreement entitled "License Rights," "Ownership and
Restrictions," "Export," "Disclaimer of Warranties and Exclusive Remedies," "No
Technical Support," "End of Agreement," "Relationship Between the Parties," and
"Open Source." You must also include a provision stating that your end users
shall have no right to distribute the programs, and a provision specifying us as
a third party beneficiary of the agreement. You are responsible for
obtaining these agreements with your end users.
You agree to: (a) defend and indemnify us against all claims and damages caused by your distribution of the programs in breach of this agreements and/or failure to include the required contractual provisions in your end user agreement as stated above; (b) keep executed end user agreements and records of end user information including name, address, date of distribution and identity of programs distributed; (c) allow us to inspect your end user agreements and records upon request; and, (d) enforce the terms of your end user agreements so as to effect a timely cure of any end user breach, and to notify us of any breach of the terms.
Export
You agree that U.S. export control laws and other
applicable export and import laws govern your use of the programs, including
technical data; additional information can be found on Oracle's Global Trade
Compliance web site located at
http://www.oracle.com/products/export/index.html?content.html. You agree that neither the programs nor any direct
product thereof will be exported, directly, or indirectly, in violation of these
laws, or will be used for any purpose prohibited by these laws including,
without limitation, nuclear, chemical, or biological weapons
proliferation.
Disclaimer of Warranty and Exclusive Remedies
THE PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR ENTIRE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED ONE THOUSAND DOLLARS (U.S. $1,000).
No Technical Support
Our technical support organization will not provide
technical support, phone support, or updates to you for the programs licensed
under this agreement.
Restricted Rights
If you distribute a license to the United States
government, the programs, including documentation, shall be considered
commercial computer software and you will place a legend, in addition to
applicable copyright notices, on the documentation, and on the media label,
substantially similar to the following:
NOTICE OF RESTRICTED
RIGHTS
"Programs delivered subject to the DOD
FAR Supplement are 'commercial computer software' and use, duplication, and
disclosure of the programs, including documentation, shall be subject to the
licensing restrictions set forth in the applicable Oracle license
agreement. Otherwise, programs delivered subject to the Federal
Acquisition Regulations are 'restricted computer software' and use, duplication,
and disclosure of the programs, including documentation, shall be subject to the
restrictions in FAR 52.227-19, Commercial Computer Software-Restricted Rights
(June 1987). Oracle USA, Inc., 500 Oracle Parkway, Redwood City, CA
94065."
End of Agreement
You may terminate this agreement by destroying all copies
of the programs. We have the right to terminate your right to use the
programs if you fail to comply with any of the terms of this agreement, in which
case you shall destroy all copies of the programs.
Relationship Between the Parties
The relationship between you and us is that of
licensee/licensor. Neither party will represent that it has any authority
to assume or create any obligation, express or implied, on behalf of the other
party, nor to represent the other party as agent, employee, franchisee, or in
any other capacity. Nothing in this agreement shall be construed to limit
either party's right to independently develop or distribute software that is
functionally similar to the other party's products, so long as proprietary
information of the other party is not included in such software.
Open Source
"Open Source" software - software available without charge
for use, modification and distribution - is often licensed under terms that
require the user to make the user's modifications to the Open Source software or
any software that the user 'combines' with the Open Source software freely
available in source code form. If you use Open Source software in
conjunction with the programs, you must ensure that your use does not: (i)
create, or purport to create, obligations of us with respect to the Oracle
programs; or (ii) grant, or purport to grant, to any third party any rights to
or immunities under our intellectual property or proprietary rights in the
Oracle programs. For example, you may not develop a software program using
an Oracle program and an Open Source program where such use results in a program
file(s) that contains code from both the Oracle program and the Open Source
program (including without limitation libraries) if the Open Source program is
licensed under a license that requires any "modifications" be made freely
available. You also may not combine the Oracle program with programs
licensed under the GNU General Public License ("GPL") in any manner that could
cause, or could be interpreted or asserted to cause, the Oracle program or any
modifications thereto to become subject to the terms of the GPL.
Entire Agreement
You agree that this agreement is the complete agreement for
the programs and licenses, and this agreement supersedes all prior or
contemporaneous agreements or representations. If any term of this
agreement is found to be invalid or unenforceable, the remaining provisions will
remain effective.
Last updated: 03/09/05