Gluware End User License Agreement
Terms and Conditions of Use
The Gluware End User License Agreement sets forth the terms and conditions pursuant to which Glue Networks, Inc. provides the GN Services (these “Terms and Conditions”). By using the GN Services, as defined below, You are agreeing on behalf of the Licensee to be bound by these Terms and Conditions. “Licensee”, “You” or “Your” is defined as i) a company subscribing to the GN Services, its wholly-owned affiliates and authorized employees of the company or its affiliates, or ii) an individual end user accessing the GN Services as a member of the Glue Networks Community (the “Gluware Community”).
If You do not agree to these Terms and Conditions do not use the GN Services.
“GN Services” means the software termed “Gluware”, “gluware”, “Gluware Cloud Services”, “Gluware Lab”, “Gluware Control”, “Gluware Lab Community Edition”, “Gluware Distribution Center”, “Gluware Feature Packages” and/or the “Gluware Device Agent”, collectively a Software Defined Network Orchestration Engine used to design and validate new network architectures, and to deploy and manage networks at scale through orchestration of remotely created, customized configurations (the “Gluware Configurations”) for a plurality of network devices, which maintains the network devices and their configurations throughout their lifecycles. All such GN Services provided by Glue Networks shall be pursuant to these Terms and Conditions, which may be updated from time to time, in order to access and use the GN Services. These Terms and Conditions will be presented to each end user administrator to click and accept when they access the GN Services for the first time, or when updated.
The GN Services are provided for the Licensee by Glue Networks, Inc. (“Glue”) or by a Glue Service Provider (“Service Provider”) under license from Glue. The commercial arrangements under which the GN Services are provided, including, but not limited to term of contract, cost of service and payment terms are specified in i) one or more sales orders, customer orders, service agreements or service orders with Glue or its Service Providers or with an authorized Glue reseller (a “Reseller”) or ii) the terms and conditions of the Licensee’s Gluware Community membership, or iii) any Glue Networks Evaluation Agreement, collectively the (“Commercial Agreement”).
In support of the GN Services, Glue has developed proprietary technology, which is accessed and used by customers receiving the GN Services (the “GN Systems”).
Other definitions are as follows:
- “Gluware Network” means the network deployed and maintained by the GN Services.
- The “Gluware Device Agent” may be loaded, as applicable, on a remote networking device to act as an embedded event manager in support of the Gluware product.
- “Gluware Control” is used to deploy and manage networks at scale by choosing from prebuilt network architectures allowing for easy configuration changes, ensuring compliancy and policy enforcement.
- “Gluware Lab” allows users to customize existing or create new network features, validate them, and make them available through the Gluware Distribution Center to be deployed by Gluware Control.
- “Gluware Community Edition” is a restricted version of the Gluware Lab software.
- “Gluware Feature Packages” are collections of network features that are bundled together to provide specific network functionality or support specific vendors.
- The “Gluware Distribution Center” provides a repository for the storage of network features and packages contributed by Gluware Lab and used by Gluware Control.
- General. The software, documentation and any fonts accessed by the GN Services whether hosted in a Glue data center, on Licensee’s own servers, desktops, laptops, on disk, in read only memory, on any other media or in any other form (collectively the “Glue Software”) are licensed, not sold, to Licensee by Glue, its Resellers or its Service Providers for use only under the terms of these Terms and Conditions, and Glue reserves all rights not expressly granted to Licensee. The rights granted herein are limited to Glue’s and its Service Provider’s intellectual property rights in the Glue Software and do not include any other patents or intellectual property rights.
- License. Subject to the terms of these Terms and Conditions and the terms and conditions of a relevant Commercial Agreement, Licensees are granted a personal, non-exclusive, revocable, non-transferable, and non sub-licensable license and right to access and use the GN Services along with the documentation provided with the GN Services as specified in the relevant Commercial Agreement, for the term specified in the relevant Commercial Agreement. Any use beyond the term of such Commercial Agreement would be a breach of contract. The number of network devices managed using the GN Services shall not exceed the number specified in the terms of the relevant Commercial Agreement.
- Restrictions on Use. Licensee shall solely use the Intellectual Property in a manner consistent with the licenses granted herein for their individual or internal business operational subject to the relevant Commercial Agreement. Licensee shall not take any of the following actions:
(a) create or enable the creation of derivative works, modifications, or adaptations of the GN Services or the GN Systems;
(b) decompile, reverse engineer or disassemble the GN Services or the GN Systems;
(c) distribute or disclose the GN Services, the GN Systems or the Gluware Configurations to third parties;
(d) remove or modify any proprietary marking or restrictive legends placed on the GN Services;
(e) use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the GN Services; or
(f) allow any third party, not authorized by Licensee to use the GN Services;
(g) publish any results of benchmark test runs on the GN Services, the GN Systems or Gluware Configurations;
(h) disclose, provide, or otherwise make available trade secrets or confidential information contained within the GN Services, the GN Systems or Gluware Configurations in any form to any third party without the prior written consent of Glue and You shall implement reasonable security measures to protect such trade secrets and confidential information.
- Termination. The license under these Terms and Conditions is effective until terminated according to the terms of the Licensee’s Commercial Agreement with Glue, its Resellers or its Service Providers under which access to the GN Services is provided. The right to use the GN Services shall end immediately upon any termination or expiration of these Terms and Conditions or the Commercial Agreement, whichever occurs first, and You shall immediately cease any use of the GN Services upon such termination or expiration. In addition, upon termination or expiration of these Terms and Conditions, Glue will disable Gluware and terminate access to the GN Services and GN Systems. The following provisions shall survive any termination or expiration of these Terms and Conditions: Section 3 (“Restrictions on Use”), this Section 4 (“Termination”), Section 5 (“Intellectual Property Rights”), Section 7 (“Disclaimer of Warranties”), Section 8 (“Limitation of Liability”), and Section 9 (“Miscellaneous”). Your rights under these Terms and Conditions will terminate automatically without notice if You fail to comply with any term(s) herein.
- Intellectual Property Rights. “Intellectual Property Rights” shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing throughout the universe (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, design rights, and other industrial property rights, (e) all registrations, applications (including continuations, continuations-in-part, and divisions thereof), renewals, extensions, reissues and re-examinations thereof now or hereafter in force (including all rights in any of the foregoing), and (f) all other intellectual and industrial property rights (of every kind and nature and however designated) (including logos, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise. You agree and acknowledge that Glue owns all right, title and interest, including, but not limited to, all intellectual property rights, in and to the GN Services, GN Systems, Gluware Configurations and any modifications, improvements, or customizations thereto. Though not authorized to do so, should Licensee or any party acting on behalf of Licensee create any Derivative Works of the GN Services, GN Systems or Gluware Configurations, Licensee hereby assigns, agrees to assign and shall cause such third party to assign any and all right, title and interest (including, without limitation, Intellectual Property Rights) in such derivative works to Glue. No intellectual property rights of any kind are assigned or transferred under these Terms and Conditions. Your license with respect to the GN Services is only as expressly set forth in these Terms and Conditions. You shall have no right to use the GN Services for any purpose other than as set forth herein. You shall not challenge, or assist any person or entity in challenging, Glue or any of its Service Providers’ right, title, and interest in the GN Services and GN Systems.
- Limited Warranty.
Glue represents and warrants that:
(a) (i) for a period of ninety (90) days from first activation of the GN Services by Licensee (“Warranty Period”), the GN Services will be free of material defects, and any software supplied by Glue in connection with the GN Services will be free of any viruses, trap doors or other malicious code, and will function in accordance with its specifications and marketing materials provided to Licensee; and (ii) Glue will comply with the terms of all open source licenses governing the GN Services.
(b) If the GN Services fail to comply with the warranty set forth in Section 6(a), Glue’s exclusive liability and the exclusive remedy of Licensee shall be, at Glue’s sole discretion, to correct or replace the GN Services, provided that if such correction or replacement cannot reasonably be accomplished, to issue a pro-rata refund of the license fees paid by Licensee for the period of the license then remaining.
(c) The warranty in Section 6(a) applies only if Licensee can establish the claim arose during the Warranty Period. The warranty is void to the extent failure of the GN Services is (i) caused by use or operation of the GN Services in an application or environment not specified in the documentation; (ii) caused by internet or network connections, streaming services, computers, equipment or devices not supplied by Glue; or (iii) caused by modifications not made by Glue other than those modifications approved by Glue in writing.
(d) Any software used by the GN Services will not contain any open source technology, which would create obligations, or purport to create obligations for Licensee with respect to any products or proprietary technology of Licensee to donate back or contribute ownership into any open source pool or general licensing scheme.
- Disclaimer of Warranties.
EXCEPT AS SET FORTH HEREIN, NEITHER GLUE NOR ANY OF ITS RESELLERS OR SERVICE PROVIDERS, WARRANTS THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE GN SERVICES. THE GN SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. GLUE AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, NEITHER GLUE NOR ANY OF ITS SERVICE PROVIDERS, MAKE ANY WARRANTY THAT (i) THE GN SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER, (ii) THE GN SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GN SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE GN SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY GLUE, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that Glue, its Resellers or its Service Providers may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
- Limitation of Liability. NEITHER GLUE NOR ANY OF ITS RESELLERS OR SERVICE PROVIDERS, WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE GN SERVICES, THE GN SYSTEMS, THE GN NETWORK OR OTHERWISE ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS, REGARDLESS OF WHETHER GLUE, ANY OF ITS SERVICE PROVIDERS, WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. To the extent the foregoing exclusion of liability is not permitted under applicable law, Glue, its Resellers or its Service Providers’ liability in such case will be limited to the greatest extent permitted by law.
Feedback. You may provide Glue feedback, comments, ideas, suggestions, and other input (collectively the “Feedback”) regarding the GN Services. You represent and warrant that prior to providing the Feedback (a) you own and control all of the rights to the Feedback that you post or you otherwise have the right to provide such Feedback to Glue; (b) the Feedback is accurate and not misleading; and (c) the use of the Feedback does not violate any applicable law, rule or regulation and will not infringe or violate any rights of, or cause injury to, any person or entity. Once provided, such Feedback will be the property of Glue. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and any related intellectual property rights, to Glue. Further, any Feedback provided by Licensee in connection with the GN Services may be used by Glue without restriction and without payment of compensation or other obligation to Licensee.
End of Life (‘EOL”). Glue reserves the right to discontinue the sale and support of prior versions of the GN Services software. Glue will provide a ninety (90)-calendar day notification to You regarding such EOL.
Due to potential impact to and risks associated with the performance, functionality, use and security of EOL versions of GN Services, Glue strongly recommends You complete the upgrade to the currently supported version of the GN Services prior to any EOL date. In the event of failure to complete the upgrade prior to the EOL of that version, the following with apply:
- Notwithstanding anything to the contrary in the applicable Commercial Agreement, performance and delivery of the GN Services, an EOL release version is supplied on an “as is” and “as available” basis without any warranty of any kind, By its continued access to or use of the EOL release version, You assume all risk associated with the use of such version.
- An EOL release version is not eligible for support, software patches or service packs of any kind.
- Any documentation associated with the GN Services may no longer accurately reflect the functionality and capabilities of an EOL version.
- At Glue’s sole discretion, Glue may disable certain features of the GN Services or require You to upgrade to a more current release version of the service at any time. Such feature disablement or service upgrade may be required due to reasons such as data security, product stability and interoperability, and legal or regulatory requirements.
- Glue may terminate or suspend the GN Services at its discretion if You fail to upgrade to the latest version.
Network Feature Support.
(a) The Gluware network features and CLI models provided for network equipment (including but not limited to routers, switches, firewalls, load balancers, wan acceleration devices, whether physical or virtual) are provided for demonstration purposes only and are provided “as is” and are not warranted for completeness or any specific use. Licensee acknowledges sole responsibility for the development of any network features to meet their requirements.
(b) Gluware network features and CLI models provided for Cisco routers and Cisco network features, such as Cisco IWAN solution, are provided based upon industry best practices and may be sufficient to deploy these features in an end user environment. Network environments and requirements can differ and some customization of the Cisco network features and CLI models provided by Gluware may be required. The end user acknowledges that the Gluware network feature and CLI support provided by Gluware are provided as is and further acknowledge that customization may be required to meet Licensee requirements, the Licensee is solely responsible for that customization.
(c) Licensee may create or enable the creation of Derivative Works (defined below), modifications, or adaptations, without the right to sublicense, the Gluware network features and CLI models allowing for customization solely for Licensee’s internal business or individual use in the licensed product. Derivative Works mean any modification to the Gluware network feature and CLI models made by Licensee, pursuant to these Terms and Conditions including the Commercial Agreement, and any modified, altered, enhanced or adapted version of the Gluware network feature and CLI models, or derivative work thereof based on the Gluware network feature and CLI models. Licensee shall not use, license, sell or otherwise distribute the Derivative Work except as provided herein. Licensee shall own all right, title and interest in any Derivate Work to the Gluware network features and CLI models made by the Licensee, subject to Glue Networks’ ownership of the underlying Gluware network feature and CLI models and the restrictions on use contained herein; provided, however, that Licensee hereby grants to Glue Networks a perpetual, irrevocable, worldwide, exclusive, sub-licensable, royalty-free license to use, make, copy, sell, offer for sale, distribute, export, modify and create derivative works from, and otherwise exploit, such derivate work. Apart from the license rights expressly set forth in these Terms and Conditions and the Commercial Agreement, Glue Networks does not grant and Licensee does not receive any ownership right, title or interest nor any other interest in any intellectual property rights relating to the GN Services.
Export Control. Subject to Case Number Z1486550 the U.S Department of Commerce, Bureau of Industry and Security (BIS) have classified the Gluware software and the Gluware Device Agent under Export Control Classification Number (ECCN) 5D002 and they are eligible for export in accordance with export License Exception ENC to all countries except Cuba, North Korea, Iran, Syria, Sudan and the Crimean region of the Ukraine in accordance with Export Administration Regulations (EAR) subsections 740.17(a) and (b)(1). You agree that You will not export or re-export the GN Services in contravention of the export control restrictions described above.
Government Rights. The GN Services under these Terms and Conditions is “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms and these Terms and Conditions as specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of these Terms and Conditions as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.
Arbitration. Except as to claims or disputes arising out of or relating to Sections 3(“Restrictions on Use”) and 5 (“Intellectual Property Rights”) of these Terms and Conditions (the “Non-Arbitrable Claims”), any controversy, claim or dispute arising out of or relating to these Terms and Conditions, shall be determined by arbitration in Sacramento, California before a sole arbitrator. The arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to its then existing Commercial Arbitration rules and procedures. If the parties are unable to agree on an arbitrator within thirty (30) days of the filing of the demand for arbitration, an arbitrator shall be selected pursuant to the Commercial Arbitration rules and procedures of the AAA. The parties hereto shall be entitled to reasonable discovery (both documentary and depositions) in any such arbitration. The non-prevailing party shall bear all costs and expenses, including attorneys’ fees, administrative costs and the fees of the arbitrator in connection with such arbitration. The arbitration award shall be in writing and, shall specify the factual and legal basis for the award and shall be conclusive and final. Judgment on the award may be entered in any of the federal or state courts in Sacramento, California.
Governing Law. These Terms and Conditions shall be governed in all respects by the laws of the State of California, without giving effect to its internal conflict of law provisions. If the State of California adopts the current proposed Uniform Computer Information Transactions Act (UCITA, formerly proposed Article 2B to the Uniform Commercial Code), or a version of the proposed UCITA, that part of the laws shall not apply to any transaction under these Terms and Conditions. Each party will voluntarily appear before and hereby consents and submits to the exclusive jurisdiction of the state and federal courts in Sacramento, California in connection with any suit, action, proceeding or counterclaim against it arising out of or in any way relating to Non-Arbitrable Claims. In addition, each party consents to venue and hereby waives objections to venue for any such action commenced in such courts related to such Non-Arbitrable Claims and to enforcement of the arbitration requirements above or enforcement of any arbitration decision or award pursuant to the arbitration provision above. The prevailing party in any such litigation or dispute shall be entitled to recover from the other party its costs and fees, including attorneys’ fees, associated with such litigation or dispute.
Notices. All notices permitted or required under these Terms and Conditions shall be in writing and shall be delivered by personal delivery, facsimile transmission, or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission, and addressed to the party to whom notice is given to, at such address as either party may specify in writing, provided that Glue may give notice to Licensee under these Terms and Conditions by providing such notice to the Reseller or Service Provider through which Licensee licensed the GN Services.
Entire Agreement. These Terms and Conditions contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions with respect to the subject matter of these Terms and Conditions, and neither party has relied upon any representation, express or implied, not contained in these Terms and Conditions.
Waiver. The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under these Terms and Conditions will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.
Severability. If any provision of these Terms and Conditions is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms and Conditions will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.
Force Majeure. Nonperformance of the GN Services shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of Glue, its Resellers or its Service Providers.