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badhri854c028b32021-11-03 18:24:05 -05001ONF Member-Only Software License
2Version 1.0
3Nov 2021
4
5This ONF Member-Only Software License (this "License") is entered into by and
6between Open Networking Foundation ("ONF") and you and/or the entity on whose
7behalf you are accessing the Works (as defined in Section 1 below) ("you").
8This License forms a legally binding contract between you and ONF in relation
9to your access to and use of the Works. You may not access or use the Works if
10you do not accept this License.
11
12By accessing or using the Works, you hereby agree to the terms of this License.
13You may not use the Works and may not accept this License if you are a person
14barred from receiving the Works under the laws of the United States or other
15countries, including the country from which you access or use the Works. If you
16are agreeing to be bound by this License on behalf of your employer or other
17entity, you represent and warrant that you have full legal authority to bind
18your employer or such entity to this License. If you do not have the requisite
19authority, you may not accept this License or access or use the Works on behalf
20of your employer or any other entity. You and ONF acknowledge and agree as
21follows:
22
231. DEFINITIONS.
24
25"Source" form shall mean the preferred form for making modifications, including
26but not limited to software source code, documentation source, and
27configuration files.
28
29"Object" form shall mean any form resulting from mechanical transformation or
30translation of a Source form, including but not limited to compiled object
31code, generated documentation, and conversions to other media types.
32
33"Works" shall mean the works of authorship, whether in Source or Object form,
34made available under this License, as indicated by a copyright notice/header
35file that is included in or attached to the Works.
36
372. BACKGROUND.
38
39The purpose of this License is to provide ONF member companies in good standing
40("Members") with early access to software projects currently in development by
41ONF prior to their public release, to allow Members to review and test the
42Works internally for the purpose of making further contributions to the
43applicable project. Members who are Partner-level Members at the time they
44first access the Works are additionally permitted under this License to use the
45Works internally for the purpose of building and developing products and
46services for commercial purposes as defined in Section 4. However, this
47License does not permit any Member, regardless of Member level, to redistribute
48all or any portion of the Works, except as part of a contribution back to the
49applicable project, in accordance with Section 8 below, or in binary form as
50provided for Partner-level Members in Section 4 below. You understand and
51agree that ONF has the sole right to sublicense and distribute a public version
52of the final code base for the applicable project to third parties under the
532.0 version of the Apache License, or other permissive license terms selected
54by ONF in its sole discretion.
55
56The Purpose of this License is to incubate the development of new software
57projects by providing a framework for ONF Members to access and contribute to
58the projects while minimizing the potential for forking or misuse of the
59projects. Nothing in this Background paragraph, however, shall require ONF to
60take any particular course of action regarding any Works covered by this
61License.
62
633. LIMITED LICENSE TO ALL MEMBERS IN GOOD STANDING.
64
65Subject to your complete and ongoing compliance with all the terms and
66conditions set forth in this License, including without limitation all license
67limitations and restrictions set forth herein, ONF grants you the following
68limited, non-exclusive, non-transferable, non-sublicensable, revocable license
69to use, and (where applicable) authorize your employees and contractors
70performing work on your behalf (but only if such contractors are themselves
71Members of ONF and accept the terms of this License) to use the Works
72internally solely in connection with (a) reviewing, testing, modifying and
73creating derivatives of the Works for the sole purpose of making contributions
74by you to the code repository for the applicable project maintained by ONF; and
75(b) building, developing and testing your own applications or components that
76may interoperate with or incorporate the Works ("Applications") for the
77purposes of internal evaluation only.
78
794. ADDITIONAL LICENSE TO PARTNER-LEVEL MEMBERS IN GOOD STANDING.
80
81Each project subject to this License shall be declared by ONF to be in one of
82two phases: a) Incubation Phase, or b) Partner Commercialization Phase. Each
83project shall start in the Incubation Phase, and ONF, at its sole discretion,
84shall determine when each project moves into the Partner Commercialization
85Phase. Each project shall be documented to be in one of these two phases in
86the Project's README documentation and can be confirmed by contacting ONF.
87
88Once any project moves into the Partner Commercialization Phase, if you are a
89Partner-level ONF Member in good standing at the time you first access the
90Works and for the entire period during which you access and use the Works, in
91addition to the rights granted in Section 3, and subject to your complete and
92ongoing compliance with all the terms and conditions set forth in this License,
93including without limitation all license limitations and restrictions set forth
94herein, ONF grants you the limited, non-exclusive, non-transferable,
95non-sublicensable, revocable license to use, and (where applicable) authorize
96your employees and contractors performing work on your behalf (but only if such
97contractors are themselves Members of ONF and accept the terms of this License)
98to use, test, modify and create derivatives of the Works internally for the
99purpose of building, developing, testing, marketing, offering for sale and
100selling commercial products and services to third parties. Wherever possible,
101you will take reasonable precautions to ensure Works remain accessible only to
102ONF Members, and any commercial product or service requiring redistribution of
103the Works, of modifications of the Works or of derivatives of the Works must be
104made solely in binary machine code form where possible to further this aim.
105
106Partners-level Members gaining additional insights as a result of accessing and
107using the Works for commercial products and services are expected to provide
108feedback to and to make contributions to the project for the benefit of both
109the project and the general membership.
110
111You may verify your company's Partner-level membership status on the ONF
112website at: https://www.opennetworking.org/member-listing/.
113
1144.1 GRACE PERIOD FOR NON-PARTNER-LEVEL MEMBERS
115
116If you are not a Partner-level Member and you wish to benefit from the rights
117granted to ONF Partners in Section 4, you have a 90-day grace period from the
118day you first access the Works to upgrade to a Partner-Level ONF Membership.
119Should you upgrade within this grace period, you will be recognized as if you
120had been a Partner on the day you first accessed the Works for the purpose of
121interpreting your rights under Section 4.
122
1235. RESTRICTIONS.
124
125By accessing or using the Works, you represent, warrant, and covenant that you
126and/or the entity on whose behalf you are accessing the Works is a Member in
127good standing of ONF.
128
129You acknowledge that, except for the limited rights expressly set forth above,
130the foregoing licenses do not include any right to, and you agree not to (i)
131redistribute, sell, lease, license, modify or otherwise create any derivative
132works of any portion of the Works, or (ii) distribute, deploy, or otherwise
133utilize the Works or Applications for any public, production, commercial, or
134other similar purpose other than internal use for evaluation and development of
135contributions to the code repository for the applicable project maintained by
136ONF and non-public, experimental Applications.
137
138Except as expressly provided herein, you may not (w) reproduce, distribute,
139publicly display, or publicly perform any part of the Works, (x) decompile,
140reverse engineer, or otherwise access or attempt to access source code not made
141available to you in source code form, (y) make or attempt to make any
142modification to, or otherwise create any derivative works of, the Works; or (z)
143remove, obscure, interfere with or circumvent any feature of the Works,
144including without limitation any copyright or other intellectual property
145notices, security, or access control mechanism. You agree that you will not use
146the Works to do anything illegal, including facilitating, promoting, or
147otherwise encouraging any illegal activities.
148
149You represent and warrant that the Works will not be shipped, transferred or
150exported into any country or used in any manner prohibited by the United States
151Export Administration Act or any other export laws, restrictions or regulations
152(collectively the "Export Laws"). In addition, if the Works are identified as
153an export controlled item under the Export Laws, you represent and warrant that
154you are not a citizen, or otherwise located within, an embargoed nation
155(including without limitation Crimea, Cuba, Iran, North Korea, Sudan, or Syria)
156and that you are not otherwise prohibited under the Export Laws from receiving
157the Works.
158
159ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY
160PROHIBITED, AND UNLICENSED.
161
1626. RESERVATION OF RIGHTS.
163
164The Works are owned by ONF and/or its licensors, and are licensed, not sold, to
165you. The Works are protected by copyright, trade dress, patent, and trademark
166laws of the United States and other jurisdictions, international conventions,
167and all other relevant intellectual property and proprietary rights, and
168applicable laws (collectively, the "Intellectual Property Rights"). You agree
169that ONF or its subsidiaries or affiliated companies and/or its licensors own
170all legal right, title and interest in and to the Works, including any and all
171Intellectual Property Rights. ONF reserves all rights not expressly granted in
172this License. You do not acquire any right, title or interest to the Works,
173whether by implication, estoppel, or otherwise, except for the limited rights
174set forth in this License.
175
176You agree that the form and nature of the Works that ONF provides may change
177without prior notice to you and that future versions of the Works may be
178incompatible with applications developed using previous versions of the Works.
179You agree that ONF may stop (permanently or temporarily) providing the Works
180(or any features within the Works) to you or to users generally at ONF's sole
181discretion, without prior notice to you. Nothing in this License gives you a
182right to use any of ONF's trade names, trademarks, service marks, logos, domain
183names, or other distinctive brand features.
184
1857. PURPOSE AND USE.
186
187You agree that you will not engage in any activity with the Works, including
188the development or distribution of an Application that interferes with,
189disrupts, damages, or accesses in an unauthorized manner the servers, networks,
190or other properties or services of any third party. You agree that you are
191solely responsible for (and that ONF has no responsibility to you or to any
192third party for) any data, content, or resources that you create, transmit or
193display. You agree that you are solely responsible for (and that ONF has no
194responsibility to you or to any third party for) any breach of your obligations
195under this License, any applicable third party contract or terms of service, or
196any applicable law or regulation, and for the consequences (including any loss
197or damage which ONF or any third party may suffer) of any such breach.
198
1998. FEEDBACK; CONTRIBUTIONS.
200
201If you provide ONF with any comments, bug reports, feedback, enhancements, or
202modifications proposed or suggested by you for the Works ("Feedback"), such
203Feedback will be submitted as a Contribution to the applicable project
204maintained by ONF under the terms and conditions of a Contributor License
205Agreement between you and ONF, is provided on a non-confidential basis
206(notwithstanding any notice to the contrary you may include in any accompanying
207communication), and ONF shall have the right to use such Feedback at its
208discretion, including, but not limited to the incorporation of such Feedback
209into the Works and any final code base that may be derived from the Works.
210
2119. TERMINATION OF THIS LICENSE.
212
213This License will continue to apply until terminated by either you or ONF as
214set out below. If you want to terminate this License, you may do so by ceasing
215your use of the Works. If you cease being a Member in good standing of ONF,
216this License will terminate automatically and without further notice to you.
217ONF may at any time terminate this License: (a) if you have breached any
218provision of this License; or (b) at ONF's convenience. When this License
219comes to an end, except as otherwise set forth in this paragraph 9, all of the
220legal rights, obligations and liabilities that you and ONF have benefited from,
221been subject to (or which have accrued over time while this License has been in
222force) or which are expressed to continue indefinitely, shall be unaffected by
223this cessation, and paragraphs 1, 2 and 5 through 14 shall continue to apply to
224such rights, obligations and liabilities indefinitely. In addition, unless
225this License is terminated by ONF as a result of your breach of any provision
226of this License, Partner-level Members entitled to the benefits of Section 4 of
227this License shall also retain all rights granted by Section 4 so as long as
228you remain a Partner-level Member in good standing.
229
23010. DISCLAIMER OF WARRANTIES.
231
232YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WORKS IS AT YOUR SOLE
233RISK AND THAT THE WORKS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT
234WARRANTY OF ANY KIND FROM ONF. YOUR USE OF THE WORKS IS AT YOUR OWN DISCRETION
235AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM
236OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. ONF FURTHER
237EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS
238OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS
239OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ONF
240EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR
241FUNCTIONALITY OF THE WORKS, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR
242COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE WORKS, OR THE
243QUALITY OR CONSISTENCY OF THE WORKS OR RESULTS OBTAINED THROUGH THEIR USE.
244
24511. LIMITATION OF LIABILITY.
246
247YOU EXPRESSLY UNDERSTAND AND AGREE THAT ONF, ITS SUBSIDIARIES AND AFFILIATES,
248AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR
249ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES
250THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT ONF OR
251ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE
252POSSIBILITY OF ANY SUCH LOSSES. IN NO EVENT WILL ONF'S AGGREGATE LIABILITY FOR
253DAMAGES ARISING OUT OF THIS LICENSE OR YOUR USE OF THE WORKS EXCEED THE GREATER
254OF AMOUNTS PAID BY YOU FOR THE WORKS, IF ANY.
255
25612. INDEMNIFICATION.
257
258To the maximum extent permitted by law, you agree to defend, indemnify and hold
259harmless ONF, its affiliates and their respective directors, officers,
260employees and agents from and against any and all claims, actions, suits or
261proceedings, as well as any and all losses, liabilities, damages, costs and
262expenses (including reasonable attorneys' fees) arising out of or accruing from
263(a) your use of the Works, (b) any Application or (for Partner-level Members)
264commercial product or service you develop using the Works that infringes any
265copyright, trademark, trade secret, trade dress, patent or other intellectual
266property right of any person, and (c) any non-compliance by you with this
267License or any applicable law or regulation.
268
26913. CHANGES TO THIS LICENSE.
270
271ONF may make changes to this License as it distributes new versions of the
272Works. When these changes are made, ONF will make a new version of this License
273available on the ONF website.
274
27514. MISCELLANEOUS TERMS.
276
277This License constitutes the entire legal agreement between you and ONF with
278regard to your access and use of the Works, and governs your access and use of
279the Works and completely supersedes any prior agreements between you and ONF in
280relation to the Works, except for any Contributor License Agreement you may
281have executed with ONF. You agree that if ONF does not exercise or enforce any
282legal right or remedy which is contained in this License (or which ONF has the
283benefit of under any applicable law), this will not be taken to be a formal
284waiver of ONF's rights and that those rights or remedies will still be
285available to ONF. If any court of law, having the jurisdiction to decide on
286this matter, rules that any provision of this License is invalid, then that
287provision will be removed from this License without affecting the rest of this
288License. The remaining provisions of this License will continue to be valid and
289enforceable so long as this License, as so modified, does not substantially
290impair the respective expectations or reciprocal obligations of the parties.
291The rights granted in this License may not be assigned or transferred by you
292without the prior written approval of ONF. You shall not be permitted to
293delegate your responsibilities or obligations under this License without the
294prior written approval of ONF.