THIS SOFTWARE LICENSE
AGREEMENT (the "Agreement") is made between the company you represent
(“User”) and TransNexus, Inc (“TransNexus”), a Delaware corporation located
at 75 5th
Street, NW; Atlanta, Georgia, 30308, USA, and establishes the terms and
conditions of User’s access to and use of the TransNexus OSPrey Peering
Server.
BY USING THE TRANSNEXUS
LICENSED OSPrey PEERING SERVER, USER REPRESENTS THAT USER HAS READ AND
UNDERSTANDS THIS AGREEMENT, AND THAT USER EXPRESSLY AGREES TO AND CONSENTS TO
BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. If USER DOES NOT AGREE TO BE
BOUND BY THE TERMS OF THIS AGREEMENT, USER MUST NOT INSTALL OR USE THE
LICENSED OSPrey PEERING SERVER.
1. Grant of License.
TransNexus grants User a free, perpetual, multiple installation license to
use the OSPrey Peering Server for evaluation, commercial operation or resale.
2. Restrictions.
User may not reverse engineer, modify, decompile or disassemble the object
code, or otherwise attempt to or allow a third party to discern the source
code of the Licensed Programs.
3.
Ownership Rights. TransNexus retains all rights, title, and
interest in and to: (i) the OSPrey Peering Server and Documentation including,
without limitation, all modifications thereto and copies; and (ii) all
copyrights, trademarks, service marks, trade secrets, patents and other
intellectual property rights with respect to TransNexus, the OSPrey Peering
Server, and the Documentation (together, “Proprietary Rights”). User shall
have no right, title, or interest in the OSPrey Peering Server, Documentation,
or Proprietary Rights and User waives all rights to challenge TransNexus’s
ownership of all rights, title, and interest to the OSPrey Peering Server,
Documentation, and Proprietary Rights.
4. Warranties and
Disclaimer.
TRANSNEXUS DISCLAIMS ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR
PURPOSE OR THAT THE OSPrey PEERING SERVER WILL MEET THE REQUIREMENTS OF USER,
OR THAT THE USE OF THE OSPrey PEERING SERVER WILL BE UNINTERRUPTED OR
ERROR-FREE.
5. Limitation
of Liability.
UNDER NO
CIRCUMSTANCES WILL TRANSNEXUS BE LIABLE FOR INCIDENTAL, INDIRECT,
CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING
LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA) IN ANY WAY RELATED
TO THIS AGREEMENT WHETHER IN CONTRACT OR IN TORT, REGARDLESS OF WHETHER
TRANSNEXUS WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE
POSSIBILITY THEREOF. IN NO EVENT SHALL THE LIABILITY OF TRANSNEXUS UNDER THIS
AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BREACH OF
WARRANTY) OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), EXCEED ONE US
DOLLAR.
These limitations shall apply
notwithstanding any failure of essential purpose of any remedy.
6. Term and
Termination. TransNexus
may terminate this Agreement and User’s license to use the OSPrey Peering
Server if User breaches this Agreement. Upon expiration or termination of
this Agreement or any license of the OSPrey Peering Server, User shall cease
all use of the OSPrey Peering Server.
7. Governing Law.
This Agreement is governed and construed under the laws of the State of
Georgia, U.S.A., excluding its conflicts of law principles, and User further
consents to jurisdiction by the state and federal courts in the State of
Georgia. The parties specifically disclaim application of the United Nations
Convention on Contracts for the International Sale of Goods.
8. Equitable Relief.
In addition to any other remedies, in the event of any violation or threatened
violation of this Agreement, TransNexus shall be entitled to seek injunctive
and other equitable relief to restrain such breach by User without showing or
proving any actual damages. User hereby waives the requirement that TransNexus
post any bond in connection with such injunction or restraining order.
9. Additional Terms.
This Agreement shall be binding
upon and shall inure to the benefit of User’s partners, successors, and
representatives. Should any provision of this Agreement be held to be void,
invalid, unenforceable or illegal by a court of competent jurisdiction, the
validity and enforceability of the other provisions will not be affected
thereby. Failure of a party to enforce any provision of this Agreement does
not constitute and should not be construed as a waiver of such provision or of
the right to enforce such provision. A waiver of any breach or covenant shall
not be construed to be a waiver of any succeeding breach or any other
covenant. All waivers must be signed by the party waiving its rights.
Nothing herein shall be construed more strictly against or in favor of either
party on the basis of authorship.
10. Trademarks.
TransNexus, OSP Nexus, OSP Toolkit, NexOSS, OSPrey, NexTransit, LookAhead, OSP
Secured, OSPrey, PeeringHouse, PeeringServer, RAMS, NexAudit and ClearIP are
trademarks of TransNexus, Inc.
11. Patents.
Features of the OSPrey Peering Server are protected by the following patents:
US 6,426,955; AU 748468; SG 200001336-7; IL 135131; UK 1016261; US 6,665,271;
US 6,205,211; US 6,751,652; US 6,426,955,
US 6,996,093, CA 2,304,214, US
7,203,956
