Add ONF Member Only License to Aether-in-a-Box

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+ONF Member-Only Software License

+Version 1.0

+June 2020

+

+This ONF Member-Only Software License (this "License") is entered into by and

+between Open Networking Foundation ("ONF") and you and/or the entity on whose

+behalf you are accessing the Works (as defined in Section 1 below) ("you").

+This License forms a legally binding contract between you and ONF in relation

+to your access to and use of the Works. You may not access or use the Works if

+you do not accept this License.

+

+By accessing or using the Works, you hereby agree to the terms of this License.

+You may not use the Works and may not accept this License if you are a person

+barred from receiving the Works under the laws of the United States or other

+countries, including the country from which you access or use the Works. If you

+are agreeing to be bound by this License on behalf of your employer or other

+entity, you represent and warrant that you have full legal authority to bind

+your employer or such entity to this License. If you do not have the requisite

+authority, you may not accept this License or access or use the Works on behalf

+of your employer or any other entity.  You and ONF acknowledge and agree as

+follows:

+

+1. DEFINITIONS.

+

+"Source" form shall mean the preferred form for making modifications, including

+but not limited to software source code, documentation source, and

+configuration files.

+

+"Object" form shall mean any form resulting from mechanical transformation or

+translation of a Source form, including but not limited to compiled object

+code, generated documentation, and conversions to other media types.

+

+"Works" shall mean the works of authorship, whether in Source or Object form,

+made available under this License, as indicated by a copyright notice/header

+file that is included in or attached to the Works.

+

+2. BACKGROUND.

+

+The purpose of this License is to provide ONF member companies in good standing

+("Members") with early access to software projects currently in development by

+ONF prior to their public release, to allow Members to review and test the

+Works internally for the purpose of making further contributions to the

+applicable project.  Members who are Partner-level Members at the time they

+first access the Works are additionally permitted under this License to use the

+Works internally for the purpose of building and developing products and

+services for commercial purposes as defined in Section 4.  However, this

+License does not permit any Member, regardless of Member level, to redistribute

+all or any portion of the Works, except as part of a contribution back to the

+applicable project, in accordance with Section 8 below, or in binary form as

+provided for Partner-level Members in Section 4 below.  You understand and

+agree that ONF has the sole right to sublicense and distribute a public version

+of the final code base for the applicable project to third parties under the

+2.0 version of the Apache License, or other permissive license terms selected

+by ONF in its sole discretion.

+

+The Purpose of this License is to incubate the development of new software

+projects by providing a framework for ONF Members to access and contribute to

+the projects while minimizing the potential for forking or misuse of the

+projects.  Nothing in this Background paragraph, however, shall require ONF to

+take any particular course of action regarding any Works covered by this

+License.

+

+3. LIMITED LICENSE TO ALL MEMBERS IN GOOD STANDING.

+

+Subject to your complete and ongoing compliance with all the terms and

+conditions set forth in this License, including without limitation all license

+limitations and restrictions set forth herein, ONF grants you the following

+limited, non-exclusive, non-transferable, non-sublicensable, revocable license

+to use, and (where applicable) authorize your employees and contractors

+performing work on your behalf (but only if such contractors are themselves

+Members of ONF and accept the terms of this License) to use the Works

+internally solely in connection with (a) reviewing, testing, modifying and

+creating derivatives of the Works for the sole purpose of making contributions

+by you to the code repository for the applicable project maintained by ONF; and

+(b) building, developing and testing your own applications or components that

+may interoperate with or incorporate the Works ("Applications") for the

+purposes of internal evaluation only.

+

+4. ADDITIONAL LICENSE TO PARTNER-LEVEL MEMBERS IN GOOD STANDING.

+

+Each project subject to this License shall be declared by ONF to be in one of

+two phases:  a) Incubation Phase, or b) Partner Commercialization Phase.  Each

+project shall start in the Incubation Phase, and ONF, at its sole discretion,

+shall determine when each project moves into the Partner Commercialization

+Phase.   Each project shall be documented to be in one of these two phases in

+the Project's README documentation and can be confirmed by contacting ONF.

+

+Once any project moves into the Partner Commercialization Phase, if you are a

+Partner-level ONF Member in good standing at the time you first access the

+Works and for the entire period during which you access and use the Works, in

+addition to the rights granted in Section 3, and subject to your complete and

+ongoing compliance with all the terms and conditions set forth in this License,

+including without limitation all license limitations and restrictions set forth

+herein, ONF grants you the limited, non-exclusive, non-transferable,

+non-sublicensable, revocable license to use, and (where applicable) authorize

+your employees and contractors performing work on your behalf (but only if such

+contractors are themselves Members of ONF and accept the terms of this License)

+to use, test, modify and create derivatives of the Works internally for the

+purpose of building, developing, testing, marketing, offering for sale and

+selling commercial products and services to third parties.  Wherever possible,

+you will take reasonable precautions to ensure Works remain accessible only to

+ONF Members, and any commercial product or service requiring redistribution of

+the Works, of modifications of the Works or of derivatives of the Works must be

+made solely in binary machine code form where possible to further this aim.

+

+Partners-level Members gaining additional insights as a result of accessing and

+using the Works for commercial products and services are expected to provide

+feedback to and to make contributions to the project for the benefit of both

+the project and the general membership.

+

+You may verify your company's Partner-level membership status on the ONF

+website at: https://www.opennetworking.org/member-listing/.

+

+4.1 GRACE PERIOD FOR NON-PARTNER-LEVEL MEMBERS

+

+If you are not a Partner-level Member and you wish to benefit from the rights

+granted to ONF Partners in Section 4, you have a 90-day grace period from the

+day you first access the Works to upgrade to a Partner-Level ONF Membership.

+Should you upgrade within this grace period, you will be recognized as if you

+had been a Partner on the day you first accessed the Works for the purpose of

+interpreting your rights under Section 4.

+

+5. RESTRICTIONS.

+

+By accessing or using the Works, you represent, warrant, and covenant that you

+and/or the entity on whose behalf you are accessing the Works is a Member in

+good standing of ONF.

+

+You acknowledge that, except for the limited rights expressly set forth above,

+the foregoing licenses do not include any right to, and you agree not to (i)

+redistribute, sell, lease, license, modify or otherwise create any derivative

+works of any portion of the Works, or (ii) distribute, deploy, or otherwise

+utilize the Works or Applications for any public, production, commercial, or

+other similar purpose other than internal use for evaluation and development of

+contributions to the code repository for the applicable project maintained by

+ONF and non-public, experimental Applications.

+

+Except as expressly provided herein, you may not (w) reproduce, distribute,

+publicly display, or publicly perform any part of the Works, (x) decompile,

+reverse engineer, or otherwise access or attempt to access source code not made

+available to you in source code form, (y) make or attempt to make any

+modification to, or otherwise create any derivative works of, the Works; or (z)

+remove, obscure, interfere with or circumvent any feature of the Works,

+including without limitation any copyright or other intellectual property

+notices, security, or access control mechanism. You agree that you will not use

+the Works to do anything illegal, including facilitating, promoting, or

+otherwise encouraging any illegal activities.

+

+You represent and warrant that the Works will not be shipped, transferred or

+exported into any country or used in any manner prohibited by the United States

+Export Administration Act or any other export laws, restrictions or regulations

+(collectively the "Export Laws"). In addition, if the Works are identified as

+an export controlled item under the Export Laws, you represent and warrant that

+you are not a citizen, or otherwise located within, an embargoed nation

+(including without limitation Crimea, Cuba, Iran, North Korea, Sudan, or Syria)

+and that you are not otherwise prohibited under the Export Laws from receiving

+the Works.

+

+ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY

+PROHIBITED, AND UNLICENSED.

+

+6. RESERVATION OF RIGHTS.

+

+The Works are owned by ONF and/or its licensors, and are licensed, not sold, to

+you. The Works are protected by copyright, trade dress, patent, and trademark

+laws of the United States and other jurisdictions, international conventions,

+and all other relevant intellectual property and proprietary rights, and

+applicable laws (collectively, the "Intellectual Property Rights"). You agree

+that ONF or its subsidiaries or affiliated companies and/or its licensors own

+all legal right, title and interest in and to the Works, including any and all

+Intellectual Property Rights. ONF reserves all rights not expressly granted in

+this License. You do not acquire any right, title or interest to the Works,

+whether by implication, estoppel, or otherwise, except for the limited rights

+set forth in this License.

+

+You agree that the form and nature of the Works that ONF provides may change

+without prior notice to you and that future versions of the Works may be

+incompatible with applications developed using previous versions of the Works.

+You agree that ONF may stop (permanently or temporarily) providing the Works

+(or any features within the Works) to you or to users generally at ONF's sole

+discretion, without prior notice to you. Nothing in this License gives you a

+right to use any of ONF's trade names, trademarks, service marks, logos, domain

+names, or other distinctive brand features.

+

+7. PURPOSE AND USE.

+

+You agree that you will not engage in any activity with the Works, including

+the development or distribution of an Application that interferes with,

+disrupts, damages, or accesses in an unauthorized manner the servers, networks,

+or other properties or services of any third party. You agree that you are

+solely responsible for (and that ONF has no responsibility to you or to any

+third party for) any data, content, or resources that you create, transmit or

+display. You agree that you are solely responsible for (and that ONF has no

+responsibility to you or to any third party for) any breach of your obligations

+under this License, any applicable third party contract or terms of service, or

+any applicable law or regulation, and for the consequences (including any loss

+or damage which ONF or any third party may suffer) of any such breach.

+

+8. FEEDBACK; CONTRIBUTIONS.

+

+If you provide ONF with any comments, bug reports, feedback, enhancements, or

+modifications proposed or suggested by you for the Works ("Feedback"), such

+Feedback will be submitted as a Contribution to the applicable project

+maintained by ONF under the terms and conditions of a Contributor License

+Agreement between you and ONF, is provided on a non-confidential basis

+(notwithstanding any notice to the contrary you may include in any accompanying

+communication), and ONF shall have the right to use such Feedback at its

+discretion, including, but not limited to the incorporation of such Feedback

+into the Works and any final code base that may be derived from the Works.

+

+9. TERMINATION OF THIS LICENSE.

+

+This License will continue to apply until terminated by either you or ONF as

+set out below. If you want to terminate this License, you may do so by ceasing

+your use of the Works. If you cease being a Member in good standing of ONF,

+this License will terminate automatically and without further notice to you.

+ONF may at any time terminate this License: (a) if you have breached any

+provision of this License; or (b) at ONF's convenience.  When this License

+comes to an end, except as otherwise set forth in this paragraph 9, all of the

+legal rights, obligations and liabilities that you and ONF have benefited from,

+been subject to (or which have accrued over time while this License has been in

+force) or which are expressed to continue indefinitely, shall be unaffected by

+this cessation, and paragraphs 1, 2 and 5 through 14 shall continue to apply to

+such rights, obligations and liabilities indefinitely.  In addition, unless

+this License is terminated by ONF as a result of your breach of any provision

+of this License, Partner-level Members entitled to the benefits of Section 4 of

+this License shall also retain all rights granted by Section 4 so as long as

+you remain a Partner-level Member in good standing.

+

+10. DISCLAIMER OF WARRANTIES.

+

+YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WORKS IS AT YOUR SOLE

+RISK AND THAT THE WORKS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT

+WARRANTY OF ANY KIND FROM ONF. YOUR USE OF THE WORKS IS AT YOUR OWN DISCRETION

+AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM

+OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. ONF FURTHER

+EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS

+OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS

+OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ONF

+EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR

+FUNCTIONALITY OF THE WORKS, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR

+COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE WORKS, OR THE

+QUALITY OR CONSISTENCY OF THE WORKS OR RESULTS OBTAINED THROUGH THEIR USE.

+

+11. LIMITATION OF LIABILITY.

+

+YOU EXPRESSLY UNDERSTAND AND AGREE THAT ONF, ITS SUBSIDIARIES AND AFFILIATES,

+AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR

+ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES

+THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT ONF OR

+ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE

+POSSIBILITY OF ANY SUCH LOSSES. IN NO EVENT WILL ONF'S AGGREGATE LIABILITY FOR

+DAMAGES ARISING OUT OF THIS LICENSE OR YOUR USE OF THE WORKS EXCEED THE GREATER

+OF AMOUNTS PAID BY YOU FOR THE WORKS, IF ANY.

+

+12. INDEMNIFICATION.

+

+To the maximum extent permitted by law, you agree to defend, indemnify and hold

+harmless ONF, its affiliates and their respective directors, officers,

+employees and agents from and against any and all claims, actions, suits or

+proceedings, as well as any and all losses, liabilities, damages, costs and

+expenses (including reasonable attorneys' fees) arising out of or accruing from

+(a) your use of the Works, (b) any Application or (for Partner-level Members)

+commercial product or service you develop using the Works that infringes any

+copyright, trademark, trade secret, trade dress, patent or other intellectual

+property right of any person, and (c) any non-compliance by you with this

+License or any applicable law or regulation.

+

+13. CHANGES TO THIS LICENSE.

+

+ONF may make changes to this License as it distributes new versions of the

+Works. When these changes are made, ONF will make a new version of this License

+available on the ONF website.

+

+14. MISCELLANEOUS TERMS.

+

+This License constitutes the entire legal agreement between you and ONF with

+regard to your access and use of the Works, and governs your access and use of

+the Works and completely supersedes any prior agreements between you and ONF in

+relation to the Works, except for any Contributor License Agreement you may

+have executed with ONF. You agree that if ONF does not exercise or enforce any

+legal right or remedy which is contained in this License (or which ONF has the

+benefit of under any applicable law), this will not be taken to be a formal

+waiver of ONF's rights and that those rights or remedies will still be

+available to ONF. If any court of law, having the jurisdiction to decide on

+this matter, rules that any provision of this License is invalid, then that

+provision will be removed from this License without affecting the rest of this

+License. The remaining provisions of this License will continue to be valid and

+enforceable so long as this License, as so modified, does not substantially

+impair the respective expectations or reciprocal obligations of the parties.

+The rights granted in this License may not be assigned or transferred by you

+without the prior written approval of ONF. You shall not be permitted to

+delegate your responsibilities or obligations under this License without the

+prior written approval of ONF.