Dovetailed Technologies

Appendix D. 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 Note: This community license is superseded for Co:Z Toolkit Enterprise License and Support customers.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.

Co:Z 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 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; (d) develop an alternative to the Software that is based on or 
derived from, in whole or in part, the Software or Documentation; (e) remove or 
obscure any copyright, trademark or other proprietary rights notices or 
designations on the Software, the Documentation or any copies thereof; or (f) 
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.

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 to 
perform 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), AND 
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 the Software or 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 and waives any objections to the 
exclusive personal jurisdiction and venue of such courts, including any 
objection 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 in interest 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.