Dovetailed Technologies

Appendix A. License

The Co:Z Co-Processing Toolkit for z/OS, comprised of Co:Z Launcher, Co:Z Dataset Pipes, Co:Z SFTP, Co:Z Batch, Co:Z ssh-proxyc and Co:Z Target System Toolkit (in object code form only) is distributed under the Co:Z Community License Agreement (see below). Note: This community license is superseded for Co:Z Toolkit Enterprise License and Support customers. All components are distributed in binary form.

COMMUNITY LICENSE AGREEMENT

PLEASE READ THIS COMMUNITY LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY.
THIS AGREEMENT SETS FORTH THE TERMS ON WHICH DOVETAILED TECHNOLOGIES, LLC
(“DOVETAIL”), A MISSOURI LIMITED LIABILITY COMPANY, MAKES AVAILABLE THE 
CO:Z CO-PROCESSING TOOLKIT FOR z/OS AT NO CHARGE FOR DOWNLOAD, INSTALLATION AND
USE BY THE COMMUNITY. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU
ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY
THIS AGREEMENT.

1. DEFINITIONS. As used in this Agreement, the following capitalized terms
shall have the following meanings:

“Documentation” means Dovetail’s accompanying user documentation for the
Software, as may be updated by Dovetail from time to time, in print or
electronic form.

“Software” means the Co:Z Co-Processing Toolkit for z/OS, comprised of Co:Z
Launcher, Co:Z Dataset Pipes, Co:Z SFTP, Co:Z Batch, Co:Z ssh-proxyc and Co:Z
Target System Toolkit, in object code form only, together with certain sample
code and scripts in source form.

“Update” means any bug fix, enhancement, or other modification to or update for
the Software issued by Dovetail for general release to the Software community.

“You” means the person or entity downloading, installing or using the Software.
If you are downloading, installing or using the Software on behalf of a company
or organization, the term “You” refers to both you and your company or 
organization, and you represent and warrant that you have authority to bind
your company or organization to the provisions hereof.

2. SOFTWARE LICENSE. During the term of this Agreement, and subject to the
provisions hereof, Dovetail hereby grants to You, and You hereby accept, an
enterprise-wide, non-exclusive, non-transferable, royalty-free and fully
paid-up license to install and use the Software on an unlimited number of Your
servers, solely for Your internal business purposes, in accordance with the
Documentation, and in compliance with all applicable laws and regulations.

3. LICENSE RESTRICTIONS. You may not install or use the Software for any 
purpose other than as expressly authorized under Section 2. Without limiting
the foregoing, You shall not, nor shall You authorize any other person or
entity to: (a) distribute, rent, lease, lend, sell, sublicense or otherwise
make the Software available to any third party; (b) modify, adapt, alter, 
translate, or create derivative works of the Software; (c) use the Software
in or as part of a service bureau, timesharing or outsourcing capacity,
including to extend the Software to or manage, operate, or support the Software
for third parties; (d) develop an alternative to the Software that is based on
or derived from, in whole or in part, the Software or Documentation; (e) use
the Software in violation of any applicable laws or regulations; (f) remove or
obscure any copyright, trademark or other proprietary rights notices or
designations on the Software, the Documentation or any copies thereof; or (g)
reverse engineer, decompile, disassemble, or otherwise attempt to derive the
source code for the Software, except where such reverse engineering is 
expressly permitted under applicable law, but then only to the extent that 
Dovetail is not entitled to limit such rights by contract.

4. UPDATES. From time to time, Dovetail may make available Updates for the
Software as a general release to the Software community. All such Updates
(whether posted by Dovetail on the Dovetail website or included with the 
Software) shall be deemed part of the Software, and are licensed to You under
the license and other provisions of this Agreement, together with any
supplementary license terms that Dovetail may provide for such Updates. 
Notwithstanding the foregoing, Dovetail reserves the right to amend, supplement
or replace the terms of this Agreement in connection with Updates to or new 
versions of the Software, and in such case, the terms accompanying such Update
or new version will control.

5. YOUR RESPONSIBILITIES. You are responsible for: (i) installation of the 
Software and any Updates; (ii) selecting and maintaining all third party 
hardware, software, peripherals and connectivity necessary to meet the system
requirements for the Software; (iii) creating a restore point for Your systems
and backing up and verifying all data; and (iv) adopting reasonable measures to
ensure the safety, security, accuracy and integrity of Your facilities, 
systems, networks and data. Dovetail shall have no responsibility or liability
arising out of or resulting in whole or in part from Your failure or delay
performing any such responsibilities, or for acts or omissions of third
parties, Internet or telecommunications failures, or force majeure or other
events beyond Dovetail’s reasonable control.

6. SUPPORT. This Agreement does not include, and Dovetail shall have no
obligation under this Agreement to provide, any technical support or other
professional services for the Software. If You are interested in purchasing a
support plan for the Software, You should visit the Dovetail website to review
Dovetail’s then current offerings.

7. TERM; TERMINATION. This Agreement and Your license rights hereunder shall
continue unless and until terminated as set forth herein. You may terminate
this Agreement for convenience at any time by uninstalling, erasing all copies
of, and ceasing all use of the Software and Documentation. This Agreement shall
terminate immediately and automatically if You violate the license terms or 
restrictions for the Software, or materially breach any other provision of this
Agreement and fail to cure such breach within ten (10) days after receiving
notice thereof from Dovetail. Upon the expiration or termination of this
Agreement for any reason: (i) Your license to the Software shall automatically
and immediately terminate; and (ii) You shall discontinue use of the Software,
promptly (within 5 days) uninstall and remove any remnants of the Software and
Documentation from Your computers, network and systems, and destroy (or return
to Dovetail) all tangible copies of the Software and Documentation in Your 
possession. Sections 1, 3, 5, 7, 8, 9, 10 and 11 of this Agreement shall
survive the expiration or termination of this Agreement for any reason, and
shall be binding on and inure to the benefit of the parties and their permitted
successors and assigns.

8. DISCLAIMER. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU UNDER THIS
AGREEMENT “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, AND ALL USE IS AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING,
DOVETAIL AND ITS SUPPLIERS HEREBY DISCLAIM ANY IMPLIED OR STATUTORY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR 
NON-INFRINGEMENT. THE SOFTWARE IS NOT INTENDED OR LICENSED FOR USE IN ANY
HAZARDOUS OR HIGH-RISK ACTIVITY. DOVETAIL DOES NOT WARRANT THAT THE SOFTWARE
WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR MEET YOUR BUSINESS, TECHNICAL
OR OTHER REQUIREMENTS. NO EMPLOYEE OR AGENT HAS AUTHORITY TO BIND DOVETAIL TO
ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

9. PROPRIETARY RIGHTS. Dovetail and its suppliers shall retain exclusive right,
title and interest in and to the Software, including the object code, source
code, program architecture, design, coding methodology, Documentation, screen
shots, and “look and feel” therefor, all Updates thereto, all goodwill
associated therewith, and all present and future copyrights, trademarks, trade
secrets, patent rights and other intellectual property rights of any nature
throughout the world embodied therein and appurtenant thereto. All rights and
licenses to the Software not expressly granted to You in this Agreement are
reserved by Dovetail and its suppliers. From time to time, You may submit
suggestions, requests or other feedback for the Software. Dovetail shall be
free to commercialize and use such feedback, including for developing
improvements to its products and services, free of any claims, payment
obligations, or proprietary, confidentiality or other restrictions of any kind.

10. LIMITATIONS ON LIABILITY. IN NO EVENT SHALL DOVETAIL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR SIMILAR
DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT, INCLUDING
LOSS OF BUSINESS, PROFITS OR REVENUE, LOSS OR DESTRUCTION OF DATA, BUSINESS
INTERRUPTION OR DOWNTIME. THE TOTAL CUMULATIVE LIABILITY OF DOVETAIL ARISING
OUT OF AND RELATED TO THE SOFTWARE AND THIS AGREEMENT SHALL NOT, REGARDLESS OF
THE NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED TEN
U.S. DOLLARS ($10). THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO
THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF
ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY ARE
AN ESSENTIAL PART OF THIS AGREEMENT, AND SHALL BE VALID AND BINDING EVEN
IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

11. MISCELLANEOUS

Governing Law. This Agreement shall be governed and interpreted for all
purposes by the laws of the State of Missouri, U.S.A., without reference to any
conflict of laws principles that would require the application of the laws of a
different jurisdiction. The United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information Transactions
Act (as enacted in any jurisdiction) do not and shall not apply to this 
Agreement, and are hereby specifically excluded.

Jurisdiction; Venue. Any dispute, action or proceeding arising out of or
related to this Agreement shall be commenced in the state courts of St. Louis
County, Missouri or, where proper subject matter jurisdiction exists, the
United States District Court for the Eastern District of Missouri. Each party
irrevocably submits to the personal jurisdiction and exclusive venue of such
courts, and waives any objections thereto, including based on forum non
conveniens.

Notices. All notices under this Agreement shall be in writing, and shall be 
delivered personally or by postage prepaid certified mail or express courier
service, return receipt requested. Notices to You may be delivered to the most
current address on file. Notices to Dovetail shall be directed to the following
address, unless Dovetail has provided an alternative notice address:

         Dovetailed Technologies, LLC
         305 Willowpointe Drive
         St. Charles, MO 63304

Assignments. You may not assign or transfer this Agreement, or any rights or
duties hereunder, in whole or in part, whether by operation of law or 
otherwise, without the prior written consent of Dovetail. Any attempted
assignment or transfer in violation of the foregoing shall be null and void
from the beginning and without effect. Dovetail may freely assign or transfer
this Agreement, including to a successor upon Dovetail’s merger, acquisition,
corporate reorganization, or sale or other transfer of all or substantially all
of its business or assets to which this Agreement relates.

Relationship; Third Party Beneficiaries. The parties hereto are independent
contractors. Nothing in this Agreement shall be deemed to create any agency,
employment, partnership, fiduciary or joint venture relationship between the
parties, or to give any third party any rights or remedies under or by reason
of this Agreement; provided, however, the disclaimers and limitations on
liability in this Agreement shall extend to Dovetail and its directors,
officers, shareholders, employees, agents, and affiliates. All references to
Dovetail in connection therewith shall be deemed to include the foregoing
persons and entities, who shall be third party beneficiaries of such 
contractual disclaimers and limitations and entitled to accept all benefits
afforded thereby.

Equitable Relief. The Software comprises the confidential and proprietary 
information of Dovetail and its suppliers, and constitutes a valuable trade
secret. You acknowledge that Your breach of the license or ownership provisions
of this Agreement would cause irreparable harm to Dovetail, the extent of which
would be difficult and impracticable to assess, and that money damages would not
be an adequate remedy for such breach. Accordingly, in addition to all other
remedies available at law or in equity, and as an express exception to the
jurisdiction and venue requirements of this Agreement, Dovetail shall be
entitled to seek injunctive or other equitable relief in any court of competent
jurisdiction.

U.S. Government Restricted Rights. The Software and Documentation are licensed
with RESTRICTED RIGHTS as "Commercial Items," as that term is defined at 48 
C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial
Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212
or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48
C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer
Software and Commercial Computer Software Documentation is licensed (if at all)
to U.S. Government end users only as Commercial Items, and with only those 
rights as are granted to other licensees pursuant to this Agreement.

Export Control. The Software and underlying information and technology may not
be accessed or used except as authorized by United States and other applicable
law, and further subject to compliance with this Agreement. The Software may
not be exported or re-exported into any U.S. embargoed countries, or to anyone
on the U.S. Treasury Department's list of Specially Designated Nationals or the
U.S. Department of Commerce Denied Person’s List or Entity List. You represent
and warrant that You and Your end users are not located in, under the control
of, or a national or resident of any country or on any such list.

Amendment; Waiver. This Agreement may be amended only by a written instrument
signed by an authorized representative of Dovetail. No rights shall be waived
by any act, omission, or knowledge of a party, except by an instrument in
writing expressly waiving such rights and signed by an authorized 
representative of the waiving party. Any waiver on one occasion shall not 
constitute a waiver on subsequent occasions.

Severability; Construction. If any provision of this Agreement is determined to
be invalid or unenforceable under applicable law, such provision shall be 
amended by a court of competent jurisdiction to accomplish the objectives of
such provision to the greatest extent possible, or severed from this Agreement
if such amendment is not possible, and the remaining provisions of this 
Agreement shall continue in full force and effect. The captions and section
headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement. The term “including” as used
herein means “including without limitation.” The terms “herein,” “hereto,” 
“hereof,” and similar variations refer to this Agreement as a whole, rather 
than to any particular section. 

Entire Agreement. This Agreement sets forth the entire agreement of the parties
and supersedes all prior agreements and understandings, whether written or
oral, with regard to the subject matter hereof. Any additional or conflicting
terms proposed by You in any purchase order, request for proposal, 
acknowledgement, or other writing shall not be binding, and are hereby objected
to and expressly rejected.
Copyright© 2009-2017 Dovetailed Technologies, LLC. All rights reserved.
Co:Z® is a registered trademark of Dovetailed Technologies, LLC.