READ THIS AGREEMENT BEFORE DOWNLOADING, INSTALLING, OR USING THE SCRIPT SOFTWARE. JUNIPER NETWORKS IS WILLING TO LICENSE THE SCRIPT SOFTWARE TO YOU OR THE ENTITY YOU REPRESENT (COLLECTIVELY "YOU") ONLY IF YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT.
YOU SHALL HAVE NO RIGHT TO INSTALL OR USE THE SCRIPT SOFTWARE UNLESS YOU HAVE RECEIVED A COPY OF THE SCRIPT SOFTWARE FROM JUNIPER NETWORKS (AN "APPROVED SOURCE"), AND (II) YOU ACCEPT ALL TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL TERMS OF THE AGREEMENT, OR IF YOU HAVE RECEIVED THE SCRIPT SOFTWARE FROM SOMEONE WHO IS NOT AN APPROVED SOURCE, THEN (A) DO NOT DOWNLOAD, INSTALL, OR USE THE SCRIPT SOFTWARE, AND (B) WITHIN 30 DAYS AFTER RECEIVING THE SCRIPT SOFTWARE, RETURN OR DESTROY ALL COPIES OF THE SCRIPT SOFTWARE. BY INSTALLING OR USING ANY SCRIPT SOFTWARE, YOU WILL BE DEEMED TO HAVE ACCEPTED THIS AGREEMENT.
IF YOU AND JUNIPER NETWORKS HAVE SIGNED A SEPARATE WRITTEN AGREEMENT COVERING YOUR RIGHTS AND DUTIES WITH RESPECT TO THE SCRIPT SOFTWARE, THEN THAT WRITTEN AGREEMENT TAKES PRECEDENCE OVER ANY CONFLICTING TERMS OF THIS AGREEMENT.
SCRIPT SOFTWARE LICENSE AGREEMENTThis Juniper Script Software License Agreement ("Agreement") governs Your rights and duties with respect to the Script Software. Capitalized terms used in this Agreement are defined in Section 17 (Definitions).
1. License Grant. Subject to the limitations and restrictions set forth herein, Juniper grants You a perpetual, revocable, non-exclusive and non-transferable license, to (i) use and modify the Script Software only for Your internal use and only in connection with the operation of Juniper products or services purchased by You; and (ii) sublicense the foregoing rights to Your partners or third parties to modify the Scripting Software on Your behalf only for Your own internal use of such modifications only in connection with the operation of Juniper products or services purchased by You.
2.Term. Your license is effective until terminated. This Agreement may be terminated by Juniper upon prior written notice. This Agreement will terminate if You breach this Agreement or if You becomes the subject of a petition in bankruptcy or similar proceeding (ex. insolvency, receivership, liquidation or composition for the benefit of creditors, etc.). All sections of this Agreement pertaining to Juniper’s proprietary rights, warranty disclaimers, and limitation of liability shall survive termination.
3. No Sublicensing or Assignment. Except as provided in Section 1, You may not sublicense, transfer or assign, whether voluntarily or by operation of law, any right or license in or to the Script Software. Any attempted sublicense, transfer or assignment shall be void. If You are a party to a transaction (or related series of transactions) involving a merger, consolidation or other corporate reorganization (collectively, a "Restructure") where You do not survive the transaction(s), the transaction(s) shall also be deemed a prohibited transfer.
4. No Rights or Licenses Implied. Licenses or rights in the Script Software not expressly granted in this Agreement shall not arise by implication or otherwise.
5. Approved Source. You shall have no right or license in the Script Software unless You rightfully received the Script Software from an Approved Source.
6. You are Sole Licensee. No rights or licenses in the Software shall arise under this Agreement in favor of anyone other than You.
7. Restrictions on Charging a Fee for Access or Use. You shall not allow any customer or other third party to grant anyone else access for a fee or other consideration to services, content or resources that are generated, managed, distributed, provisioned, billed or enabled by the Script Software.
8. Export Compliance. Any duty that Juniper might have to deliver a copy of the Script Software to You is subject to Juniper’s ability to deliver such copy to You in compliance with all applicable export control laws and regulations.
9. Commercial Cloud Services. Your right of access and use of the Script Software provision as part of Commercial Cloud Services is subject to the ongoing validity and your compliance with the applicable Commercial Cloud Service terms of use imposed by the Commercial Cloud Service provider. Termination, suspension or unavailability of the Commercial Cloud Service is at your own risk and You acknowledge that Juniper shall no liability or duty arising out of any such termination, suspension or unavailability. You further understand that in order to use the Script Software, you may have to purchase license rights to and install third party software that is compatible with the Script Software operating in the Commercial Cloud Services environment, and Juniper disclaims all warranties, representations or assurances regarding suitability of such third party software.
10. Other Use Restrictions and Prohibitions. You shall not, directly or indirectly:
a. Decompile, disassemble or reverse engineer the Script Software;
b. Modify, unbundle, or create derivative works based on the Script Software, except as expressly permitted in Section 1 herein or by applicable law without the possibility of contractual waiver. If the law requires Juniper to provide interface information to You to adapt the Script Software, Juniper, at its option, may either (A) provide the information to You subject to Your acceptance of non-disclosure and use limitation terms that Juniper reasonably requires, or (B) perform that adaptation itself at a reasonable charge for services;
c. Copy the Script Software except for archival purposes or as necessary for You to install and make use of the Script Software as expressly licensed by Juniper;
d. Except as expressly permitted in Section 1 herein, detach or separate any libraries, files, modules or other components embedded within a Script Software product or within a particular software image you have received even if that any such library, file, module or other component is separately licensable, or use any such modules, files or other components separately from the Script Software product or software image in which it is embedded (except to the extent that a documented feature of the Script Software product is implemented by doing so);
e. Furnish any copy of the Script Software or other means of access to the Script Software to any third party other than to Your contractor(s) (including but not limited to Your Commercial Cloud Service providers) solely for Your benefit in performing its contract services for You and in that case only if that contractor has agreed to adhere to the terms of this Agreement. If You do furnish Script Software or access to Script Software to Your contractor(s), You shall remain fully and primarily responsible to Juniper for compliance with all provisions of this Agreement;
f. Remove (or, if the license includes the right to make copies of the Script Software, fail to include in those copies) any readme files notices, disclaimers, marks and labels included in the Script Software as delivered by Juniper; or
g. Use or allow use of the Script Software in violation of any applicable law or regulation or to support or facilitate any illegal activity.
11. Ownership. Juniper and Juniper’s licensors, respectively, retain exclusive ownership of all right, title, and interest of all intellectual property in and to the Script Software, including all copies and derivative works made by Juniper. Nothing in this Agreement constitutes a sale or other transfer or conveyance of any right, title, or interest in the Script Software.
12. No Support. Juniper shall not provide any support to any of Your modifications to the Script Software.
13. Confidentiality. The Parties agree that aspects of the Script Software and associated documentation and any test results, business and technical plans or financial information related to Juniper or the Script Software are the confidential property of Juniper ("Confidential Information"). As such, You shall exercise all reasonable commercial efforts to maintain the Confidential Information in confidence, which at a minimum includes restricting access to the Confidential Information to Your employees and contractors having a need to use the Confidential Information for Your internal business purposes.
14. Warranty, Disclaimer of Warranty, Limitation of Liability.
a. THE SCRIPT SOFTWARE IS PROVIDED "AS IS." JUNIPER MAKES NO WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO SCRIPT SOFTWARE WHICH MAY CONTAIN THIRD PARTY COMMERCIAL SOFTWARE. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
b. IN NO EVENT WILL JUNIPER BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SCRIPT SOFTWARE, EVEN IF JUNIPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. General. The laws of the State of California, excluding its conflicts of law principles, will govern this Agreement. For any disputes arising out of this Agreement, You consent to the personal and exclusive jurisdiction of, and venue in, the state and federal courts within Santa Clara County, California, U.S.A. If the jurisdiction You are incorporated in will not recognize and enforce the judgment of a California court, You agree that any controversy or claim arising out of or relating to this Agreement, or a breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. In such a situation: (a) there shall be a single arbitrator selected by Juniper; (b) the place of arbitration shall be San Francisco, California, U.S.A.; (c) the language of the arbitration shall be English; and (d) any award of the arbitral tribunal shall be final and binding on the parties. The arbitral award may be enforced in any court of competent jurisdiction. Nothing herein shall preclude any party from seeking interim relief or orders for interim preservation in any court of competent jurisdiction. Any such application to a court shall not be considered demonstrating an intention to act inconsistently in any way with these terms to settle disputes by arbitration in accordance with the preceding clause. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of confidentiality or such party’s intellectual property or proprietary rights. Each party agrees that any violation of this Agreement will cause irreparable injury to the other party, entitling the other party to injunctive relief, specific performance, as well as such further relief as may be granted by an appropriate court. This Agreement is the complete agreement of the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements relating to its subject matter. This Agreement may not be amended except in a writing signed by both parties. This Agreement may not be assigned without the prior written consent of the other party. If any provision of this Agreement is found to be unenforceable, that provision will be severed and the remainder of this Agreement will continue in full force and effect. Each party is an independent contractor and nothing herein will be deemed to create any agency relationship, joint venture or partnership between the parties. This Agreement may be executed in separate counterparts.
16. Notification. Except as otherwise provided elsewhere in this Agreement, any report or notice under this Agreement shall be given in a writing, if to Juniper then by email to- or by mail to 1133 Innovation Way , Sunnyvale, CA 94089 USA attn.: Legal Department provided that the notice identifies You by name, address and email address; or, if to You, by email to Your contact email address (or by mail addressed to Your street address that is associated with Your user account for access to Juniper’s Customer Support Center at www.juniper.net/customers/support. If You have no such user account, then notification shall be deemed given to You by emailing or mailing notice to any office or contact email address for the Approved Source from which You acquired Your license.
- "Affiliate" means any entity and its successors which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. An entity shall be considered an Affiliate only so long as such entity continues to meet the foregoing definition.
- "Agreement" means this Script Software License Agreement.
- "Approved Source" is Juniper Networks and its affiliates.
- "Commercial Cloud Services" means a service offered and administered by Juniper or a third party whereby licensees of Script Software may without downloading or otherwise taking delivery of a copy of the Script Software use and access instances of Script Software running in a virtual machine environment resident in a networked cloud facility or group of facilities.
- "Confidential Information" is as defined in Section 13, above.
- "You" means the individual, other legal entity, or other business, governmental or not-for-profit organization (but excluding any parent, subsidiary or other affiliate of any of the foregoing) that (A) is the original end user recipient of a license to the Script Software from an Approved Source, (B) accepts the terms of this Agreement, and (C) has registered by name with Juniper as end user of the Script Software.
- "Juniper Networks" or "Juniper" means (a) Juniper Networks International B.V., if You have acquired its license rights to the Script Software for use in Europe (excluding the United Kingdom), the Middle East, Africa, Asia or the Pacific Rim (excluding the Americas); (b) Juniper Networks (US), Inc., if You have acquired its license rights to the Script Software for use in North America, Central America or South America; (c) Juniper Networks (UK) Limited, if You have acquired its license rights to the Script Software for use in the United Kingdom; (d) Juniper Networks Australia Pty Ltd if You have acquired its license rights to the Script Software for use in Australia; or (e) Juniper Networks Solution India Private Limited if You have acquired its license rights to the Script Software for use in India, and in each case, any Juniper Affiliate of the applicable Juniper Networks entity to whom this Agreement may be assigned.
- "Script Software" means the specific script software files downloaded by You from a Juniper designated site and includes 1) machine-readable instructions and data, 2) components, test cases, test scripts, files, and modules, 3) any accompanying audio-visual content, and 4) accompanying activation keys, if any, and 5) associated documentation.
