SCAN USER AGREEMENT
The accompanying software and or service is provided under the following terms and conditions and any supplemental terms referenced below and your right to use the software and or service is conditioned upon your acceptance of this agreement.
If you do not accept these terms and conditions and you do not have a separate license agreement as referenced above, you may not use or copy the software.
Our Service and Our Software are the proprietary information of Coverity, Inc. (“We”, “Us”, “Our”) or Our suppliers who retain exclusive title to their intellectual property rights therein. Your rights to Our Service and Our Software are limited to those expressly granted below and We reserve all rights not expressly granted in this Agreement.Nothing in this Agreement shall be deemed to confer any third party rights or benefits.
The terms and conditions set forth in this Scan User Agreement and the Order Schedule(s) accepted by both You and Us contain all terms and conditions applicable to Your use of the Software (collectively, the “Agreement”). A “Registered Project Acknowledgement” is a document from Us which references this Agreement and identifies the specific Services and Software and the respective rights being licensed hereunder, including the License Type, quantity, subscription period, and the Registered Project. “Registered Project Use” means use of the Service and the Software for the purpose of developing, analyzing, building and testing open source programming code being developed as part of the Registered Project. “Documentation” means the user documentation, in written, electronic or other format, which describes Our Service and/or Our Software and its operation and which We make generally available to Our users. “License Type” means the usage rights licensed under the applicable Registered Project. License Types offered by Us from time to time can be found at http://www.coverity.com/html/licensetype.html.“Registered Project” means the Scan member project registered with and approved by Us at http://scan.coverity.com/. “Service” means the service provided by Us at http://scan.coverity.com/ and/or other web pages designated by Us for use with respect to Your Registered Project. “Software” means, where applicable, the specific products provided by Us in conjunction with the Service at http://scan.coverity.com/ and used in conjunction with a Registered Project and all related Documentation provided to You.
Upon Your acceptance of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, You will be (a) entitled to use the Service, in conjunction with Your use of the Software on the applicable Registered Project acknowledgement.
Subject to Your compliance with the terms and conditions of this Agreement and your Registered Project Acknowledgement, We grant You a nonexclusive, non-transferable license to (a) use and operate the Software to the extent permitted by Your compliance with these terms, solely for internal Registered Project Use by You, and (b) copy the Software as reasonably necessary to exercise the license rights granted in subsection (a). We will deliver the Software electronically and delivery will be deemed to occur upon the Software being available for electronic download.
Except as permitted elsewhere in the Agreement, the rights granted to You above are conditional upon Your compliance with the following obligations: You will not copy Our software products, documentation or any Service accessed through provision of the Software or the Service, in whole or in part, except as expressly authorized in this Agreement and the Registered Project Acknowledgement; You will not transfer, assign, lease, lend or rent, Our Service, software products or documentation, use any of them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement; You will not disassemble, decompile, reverse engineer, modify or create derivative works of Our Service, software products or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law; You will not allow access or use of the Service or the Software by, and will not display the Service or the Software’s user interfaces to anyone without Our prior express written consent; You will not disclose to any third party any comparison of the results of operation of Our Service or software products with other services or products, except as expressly permitted by this Agreement; You will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing in the provision of the Service or on the Software as delivered by Us; You will reproduce such notices on all copies You are authorized to make of the Software; You will not publish any findings regarding or resulting from use of the Service or the Software; You will use the Service and the Software only in accordance with this Agreement and the applicable Registered Project Acknowledgement; and You will not use the Service to store or transmit any malicious code, interfere with or disrupt the integrity of the Service or Software, or attempt to gain unauthorized access to the Service or its related systems or networks.
Your use of and access to the Service and the Software may be monitored and regulated through a license management tool (a “ License Manager”). The License Manager will report such data (collectively, “Use and Compliance Data”) to Us. You will not install or use the Service or Software in a manner that circumvents or interferes with the operation of the License Manager or any other technological measure that controls access to the Service or the Software.
The Service and or the Software may contain open source or community source software (“Open Source Software”) provided under separate license terms (the “Open Source License Terms”). The applicable Open Source License Terms are identified in a directory named “Licenses” provided with the access to the Service and/or delivery of the Software as applicable. Your use of the Open Source Software in conjunction with the Service and the Software in a manner consistent with the terms of this Agreement is permitted, however, You may have broader rights under the applicable Open Source License Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Open Source Software.
You may choose to, but are not required to, provide suggestions, data, feedback and other information to Us regarding possible improvements in the operation, functionality or use of Our software products and service. You hereby grant to Us, without charge, the right to use, copy, modify and create derivative works of any such suggestions, data, feedback and information solely for the purpose of (i) improving the operation, functionality or use of Our existing and future product and service offerings and commercializing such offerings; and (ii) publishing statistics about software quality of the Registered Project. All data obtained from the License Manager shall be deemed Feedback.
We agree to provide You those authorization keys and/or passwords which are necessary to permit You to gain access to Service and Software made available to You for the Service and Software which has been properly licensed to You in accordance with this Agreement and the applicable Registered Project Acknowledgement. Notwithstanding anything to the contrary in this Agreement or any Registered Project Acknowledgement, You hereby acknowledge that You shall have no right or license to any software made available to You for any service or software which has not been properly licensed to You pursuant to this Agreement, that any such service or software has been included therein solely as a matter of convenience, and that You further agree not to attempt to gain access to, or permit any third party to attempt to gain access to, such software.
“Confidential Information ” means: (a) Our software products, in byte code or source code form; (b) any authorization keys and passwords delivered in order to operate such products; (c) Documentation, product road maps and development plans, and product pricing information; (d) any results of operation from use of the Software or the Service; (e) functionality of Our system when accessing the Service; (f) any business, technical or training information of a party that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure; and (g) the specific terms set forth in any Order Schedule or this Agreement. Confidential Information does not include information that: (a) is or becomes generally known or available to the public through no act or omission of the party receiving Confidential Information (“Receiving Party”); (b) is rightfully known by the Receiving Party prior to receiving such information from the other party (“ Disclosing Party”) and without restriction as to use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information and without breach of this Agreement; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The existence of this Agreement and the nature of the business relationship between the parties are not considered Confidential Information. Receiving Party will not use the Disclosing Party’s Confidential Information except as necessary to exercise the rights granted under this Agreement or to evaluate opportunities to license additional Software or Services pursuant to this Agreement, and will not disclose such Confidential Information to any person or entity. Without limiting the generality of the foregoing, You agree that You will not post the images of the Service, the results of the Service, the Software or the Documentation on any network that is accessible by anyone. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party. In addition, each party may disclose the terms and conditions of this Agreement: (i) as required under applicable securities regulations; and (ii) on a confidential basis to present or future providers of venture capital and potential private investors in or acquirers of such party. The parties acknowledge that violations of the covenants and obligations of this Agreement may cause the non-breaching party irreparable injury for which an adequate remedy at law may not be available. Therefore, the non-breaching party shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.
We do not warrant that the Service or the Software will meet Your requirements, that the Service or the Software will operate in combinations with equipment, devices, software or systems provided by persons other than Us, that the operation of the Service or the Software will be error-free or uninterrupted, that the Service will be made available to You for any guaranteed uptimes, or that the Service or the Software will discover all errors and vulnerabilities that may reside in the Registered Project or any associated code bases. The Service and the Software is being provided "AS IS." WE DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. Notwithstanding anything to the contrary, this Agreement does not limit liability due to death or personal injury caused by gross negligence, or liability due to fraudulent misrepresentations or willful conduct, or liability arising from breaches of confidentiality obligations or license grants or conditions hereunder. SUBJECT TO THE FOREGOING SENTENCE, IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR the cost of procuring substitute products OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You may have other rights under applicable mandatory local laws. This Agreement does not change Your rights under applicable mandatory local laws if such laws do not permit it to do so. Our cumulative liability to You for all claims of any kind resulting from Our performance or breach of this Agreement or the Software or Service furnished hereunder shall not exceed $10,000. We would not be able to provide the Service or the Software without the limitations set forth herein.
Either party will have the right to terminate this Agreement or any Order Schedule and any license granted thereunder at any time on receipt of notice from the other party. Termination of this Agreement under this section terminates all Registered Project Acknowledgements and rights granted to You to the Service or the Software. Upon termination or expiration of this Agreement or a Registered Project, all Software licenses and rights to use the Service and Confidential Information that are granted thereunder shall terminate. Upon termination of this Agreement, You will promptly return to Us or destroy the applicable Software and Confidential Information and all copies and portions thereof, in all forms and types of media, including any results of operation from use of the Service or the Software.
All terms and conditions of this Agreement which by their nature and intent that intended to survive termination of this Agreement will survive the termination or expiration of this Agreement or of any Registered Project.
You agree that We may use Your name and logo (in a form approved by You) and Registered Product information to identify You and such project as a participant of Our Scan Program on Our website or in Our marketing or publicity materials or in any filings made in connection with state or federal securities laws. Additionally, upon execution of this Agreement, the parties will use commercially reasonable efforts to issue mutually agreed upon joint press releases or other public communications announcing Your entry into this Agreement. You agree to comply fully with all relevant export laws and regulations, including those of the United States and the Member States of the European Union. These laws include restrictions on destinations, end-users and end use. You will ensure that neither the Service results or accessibility, the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. You will, at Our request, demonstrate compliance with all such applicable export laws, restrictions, and regulations. You may not assign this Agreement, in whole or in part, by operation of law or otherwise. Any attempt to assign this Agreement without such consent will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflicts of law. Both parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this agreement will be without prejudice to its other remedies under this Agreement or otherwise. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, natural disasters or governmental action. In addition to the Use and Compliance Data collected by the License Manager, You will monitor and track access to and use of the Service and the Software. At Our written request, You will furnish Us with (a) a certification signed by an officer of Your company providing user or access information that identifies whether the Service and the Software is being used in accordance with the terms of this Agreement, and (b) log files from any License Manager. Upon at least thirty (30) days prior written notice, We may engage, at Our expense, an independent auditor to audit Your use of the Service and the Software to ensure that You are in compliance with the terms of this Agreement. Any such audit will be conducted during regular business hours at Your facilities and will not unreasonably interfere with Your activities. You will provide the auditor with access to the relevant records and facilities. All notices required or permitted under this Agreement will be in writing. Notices will be effective upon delivery if delivered in person and upon mailing if delivered by courier service, overnight delivery services or by a form of certified or express mail. Notices affecting this Agreement as a whole will be sent to the address set forth above, if any, or to such other address of a party as such party may identify in writing; notices related to a particular transaction will be sent to the primary corporate addresses set forth in the Registered Project acknowledgement or to such other address as You or Us may notify the other party in writing. This Agreement, including all Registered Project acknowledgements referencing this Agreement, constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by You and an authorized representative of Us. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The word “including” when used in this Agreement will mean including without limitation of the generality of any description, definition, term or phrase preceding that word.
The Software is “Commercial Computer Software” as defined under FAR 252.227-7014. For Customers subject to the Defense Federal Acquisition Resolutions (DFAR), the Commercial Computer Software and associated documentation are sold pursuant to Our standard commercial license pursuant to DFARS 227.7202-1.Commercial Products. For all other government customers, use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in subparagraph (b)(2) of Commercial Computer Software License 48 CFR 52.227-19, as applicable. The Services are provided for ultimate end use by the federal government with federal government rights being limited to those rights customarily provided to the public as defined in this Agreement. The Service is provided in accordance with FAR 12.211 (Technical Data) and, for Service provided to Department of Defense customers, DFAR 252.227-7015 (Technical Data – Commercial Items). No additional rights are granted to any federal government customers than those set forth in this Agreement and any applicable Registered Project acknowledgement.
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. An originally executed version of this Agreement or any Exhibit, attachment and subsequent Order Schedule, that is delivered by one party to the other party, as evidence of signature, by facsimile, or by electronic mail after having been scanned as an image file (including, Adobe PDF, TIF, etc.) shall, for all purposes hereof, be deemed an original signature and neither party shall have the right to object to the manner in which the Agreement was executed as a defense to the enforcement of the Agreement. The English language version of this Agreement shall prevail over any translations of this Agreement. You agree that the Uniform Computer Information Transaction Act or any version thereof, adopted by any state, in any form (" UCITA"), shall not apply to this Agreement. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein.
END OF TERMS