ICE Technology Corp. Binary Code License Agreement
for the iPush Server, VERSION 2
ICE TECHNOLOGY CORP. ("ICE") IS WILLING TO LICENSE
THE SOFTWARE IDENTIFIED BELOW TO YOU ONLY UPON THE
CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED
IN THIS BINARY CODE LICENSE AGREEMENT AND SUPPLEMENTAL
LICENSE TERMS (COLLECTIVELY "AGREEMENT"). PLEASE READ
THE AGREEMENT CAREFULLY. BY DOWNLOADING OR INSTALLING
THIS SOFTWARE, YOU ACCEPT THE TERMS OF THE AGREEMENT.
INDICATE ACCEPTANCE BY SELECTING THE "Accept" RADIO
BUTTON BELOW THE AGREEMENT. IF YOU ARE NOT WILLING
TO BE BOUND BY ALL THE TERMS, SELECT THE "Decline"
RADIO BUTTON BELOW THE AGREEMENT AND THE DOWNLOAD
OR INSTALL PROCESS WILL NOT CONTINUE.
1. DEFINITIONS. "Software" means the identified above
in binary form, any other machine readable materials
(including, but not limited to, libraries, source
files, header files, and data files), any updates or
error corrections provided by ICE, and any user
manuals, programming guides and other documentation
provided to you by ICE under this Agreement.
"Programs" mean applications intended to run with iPush
Server.
2. LICENSE TO USE. Subject to the terms and conditions
of this Agreement, including, but not limited to the
iPush Server Restrictions of the Supplemental License
Terms, ICE grants you a non-exclusive, non-transferable,
limited license without license fees to reproduce and
use internally Software complete and unmodified for the
sole purpose of running Programs. Additional licenses
for developers and/or publishers are granted in the
Supplemental License Terms.
3. RESTRICTIONS. Software is confidential and
copyrighted. Title to Software and all associated
intellectual property rights is retained by ICE and/or
its licensors. Unless enforcement is prohibited by
applicable law, you may not modify, decompile, or
reverse engineer Software. You acknowledge that
Licensed Software is not designed or intended for use
in the design, construction, operation or maintenance
of any nuclear facility. ICE Technology Corp.
disclaims any express or implied warranty of fitness
for such uses. No right, title or interest in or to
any trademark, service mark, logo or trade name of ICE
or its licensors is granted under this Agreement.
Additional restrictions for developers and/or
publishers licenses are set forth in the Supplemental
License Terms.
4. LIMITED WARRANTY. ICE warrants to you that for a
period of ninety (90) days from the date of purchase,
as evidenced by a copy of the receipt, the media on
which Software is furnished (if any) will be free of
defects in materials and workmanship under normal use.
Except for the foregoing, Software is provided "AS
IS". Your exclusive remedy and ICE's entire liability
under this limited warranty will be at ICE's option to
replace Software media or refund the fee paid for
Software. Any implied warranties on the Software are
limited to 90 days.
5. DISCLAIMER OF WARRANTY. UNLESS SPECIFIED IN THIS
AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS,
REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO
THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE
LEGALLY INVALID.
6. LIMITATION OF LIABILITY. TO THE EXTENT NOT
PROHIBITED BY LAW, IN NO EVENT WILL ICE OR ITS
LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR
DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED
REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF
OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE,
EVEN IF ICE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. In no event will ICE's liability to
you, whether in contract, tort (including negligence),
or otherwise, exceed the amount paid by you for
Software under this Agreement. The foregoing
limitations will apply even if the above warranty fails
of its essential purpose.
7. TERMINATION. This Agreement is effective until
terminated. You may terminate this Agreement at any
time by destroying all copies of Software. This
Agreement will terminate immediately without notice
from ICE if you fail to comply with any provision of
this Agreement. Either party may terminate this
Agreement immediately should any Software become, or
in either party's opinion be likely to become, the
subject of a claim of infringement of any intellectual
property right. Upon Termination, you must destroy all
copies of Software.
8. TRADEMARKS AND LOGOS. You acknowledge and agree as
between you and ICE that ICE owns the iPush Server
trademarks and all iPush Server-related trademarks,
service marks, logos and other brand designations
("ICE Marks")
9. GOVERNING LAW. Any action related to this
Agreement will be governed by Republic of China
(Taiwan) law. No choice of law rules of any
jurisdiction will apply.
10. SEVERABILITY. If any provision of this Agreement
is held to be unenforceable, this Agreement will
remain in effect with the provision omitted, unless
omission would frustrate the intent of the parties, in
which case this Agreement will immediately terminate.
11. INTEGRATION. This Agreement is the entire
agreement between you and ICE relating to its subject
matter. It supersedes all prior or contemporaneous
oral or written communications, proposals,
representations and warranties and prevails over any
conflicting or additional terms of any quote, order,
acknowledgment, or other communication between the
parties relating to its subject matter during the term
of this Agreement. No modification of this Agreement
will be binding, unless in writing and signed by an
authorized representative of each party.
SUPPLEMENTAL LICENSE TERMS
These Supplemental License Terms add to or modify the
terms of the Binary Code License Agreement.
Capitalized terms not defined in these Supplemental
Terms shall have the same meanings ascribed to them in
the Binary Code License Agreement . These Supplemental
Terms shall supersede any inconsistent or conflicting
terms in the Binary Code License Agreement, or in any
license contained within the Software.
A. iPush Server Restrictions. You may not create,
modify, or change the behavior of, or authorize your
licensees to create, modify, or change the behavior
of, classes, interfaces, or subpackages that are in
any way identified as "ipush" or similar convention
as specified by ICE in any naming convention designation.
B. Distribution by Publishers. This section pertains
to your distribution of the Software with your printed
book or magazine (as those terms are commonly used in
the industry) relating to iPush Server ("Publication").
Subject to and conditioned upon your compliance with
the restrictions and obligations contained in the
Agreement, in addition to the license granted in
Paragraph 1 above, ICE hereby grants to you a non-exclusive,
nontransferable limited right to reproduce complete and
unmodified copies of the Software on electronic media
(the "Media") for the sole purpose of inclusion and
distribution with your Publication(s), subject to the
following terms: (i) You may not distribute the Software
on a stand-alone basis; it must be distributed with your
Publication(s); (ii) You are responsible for
downloading the Software from the applicable ICE web
site; (iii) You must refer to the Software as iPush
Server V2; (iv) The Software must be reproduced in its
entirety and without any modification whatsoever
(including, without limitation, the Binary Code License
and Supplemental License Terms accompanying the Software
and proprietary rights notices contained in the Software);
(v) The Media label shall include the following
information: Copyright 2007, ICE Technology Corp.
All rights reserved. Use is subject to license terms.
iPush Server is trademarks or registered trademarks of
ICE Technology Corp. in the R.O.C. and other countries.
This information must be placed on the Media label in
such a manner as to only apply to the ICE Software;
(vi) You must clearly identify the Software as ICE's
product on the Media holder or Media label, and you may
not state or imply that ICE is responsible for any
third-party software contained on the Media; (vii) You
may not include any third party software on the Media
which is intended to be a replacement or substitute for
the Software; (viii) You shall indemnify Sun for all
damages arising from your failure to comply with the
requirements of this Agreement. In addition, you shall
defend, at your expense, any and all claims brought
against ICE by third parties, and shall pay all damages
awarded by a court of competent jurisdiction, or such
settlement amount negotiated by you, arising out of or in
connection with your use, reproduction or distribution
of the Software and/or the Publication. Your
obligation to provide indemnification under this
section shall arise provided that ICE: (a) provides
you prompt notice of the claim; (b) gives you sole
control of the defense and settlement of the claim;
(c) provides you, at your expense, with all available
information, assistance and authority to defend; and
(d) has not compromised or settled such claim without
your prior written consent; and (ix) You shall provide
Sun with a written notice for each Publication; such
notice shall include the following information: (1)
title of Publication, (2) author(s), (3) date of
Publication, and (4) ISBN or ISSN numbers. Such notice
shall be sent to ICE Technology Corp.,
15F-1, No. 81, Sec. 2, Chengde Rd., Taipei, R.O.C.
(Taiwan) 103, Attention: Contracts Administration.
C. Source Code. Software may contain source code that,
unless expressly licensed for other purposes, is
provided solely for reference purposes pursuant to the
terms of this Agreement. Source code may not be
redistributed unless expressly provided for in this
Agreement.
D. Termination for Infringement. Either party may
terminate this Agreement immediately should any
Software become, or in either party's opinion be
likely to become, the subject of a claim of
infringement of any intellectual property right.
For inquiries please contact: ICE Technology Corp.,
15F-1, No. 81, Sec. 2, Chengde Rd., Taipei, R.O.C.
(Taiwan) 103