ACTIVESTATE ACTIVEPYTHON COMMUNITY LICENSE AGREEMENT
Version effective date: November 9, 2016
This license agreement (the "Agreement") is made between you (either an
individual or a company or organization, not including its affiliates or wholly
owned subsidiaries) ("You") and ActiveState Software Inc. ("ActiveState"). This
Agreement establishes the terms under which ActiveState will license the
Software (as defined below) to You and establishes the terms under which You
may use, copy, modify, distribute, and/or redistribute the Software. This
Agreement does not apply to Maintenance and Support, Production Use, OEM
Distribution (all such capitalized terms as defined below) or use of the
Software for internal-facing or external-facing production services, each of
which requires a separate agreement with ActiveState. For more information on
these types of agreements, please visit www.activestate.com. The intent of this
Agreement is to allow ActiveState to maintain control over the development and
distribution of the Software while allowing its use in a variety of ways. If
the terms and conditions of this Agreement do not permit Your proposed use of
the Software or if You require clarification regarding the scope of Your
intended use of the Software, please contact email@example.com.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE.
BY CLICKING ON "YES, ACCEPT" OR BY INSTALLING THE SOFTWARE, YOU AGREE TO BE
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO
THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE
REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, IN WHICH CASE "YOU" OR "YOUR" WILL REFER TO THE
ENTITY ON BEHALF OF WHICH YOU ACT ("YOUR ENTITY"). IF YOU DO NOT AGREE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT OR IF YOU DO NOT HAVE THE AUTHORITY TO
BIND YOUR ENTITY, YOU HAVE NO RIGHT TO INSTALL OR USE THE SOFTWARE AND YOU
SHOULD (A) RETURN, DELETE, OR DISABLE THE SOFTWARE OR (B) IF YOU PURCHASED A
PRODUCT FROM ACTIVESTATE OR ITS RESELLER OR DISTRIBUTOR ON WHICH THE SOFTWARE
IS PRE-INSTALLED BY ACTIVESTATE, RETURN THE PURCHASED PRODUCT TO ACTIVESTATE OR
THE APPLICABLE RESELLER OR DISTRIBUTOR FROM WHOM YOU OBTAINED THE PRODUCT.
"Accessible Code" means source code contained within the Software that is
licensed under an open source license.
"Commercial Use" means use that is intended for or directed towards obtaining
commercial advantage or monetary compensation.
"Confidential Information" means all information designated in writing as
confidential by each party, or which under the circumstances of disclosure
reasonably ought to be considered as confidential. Without limiting the
foregoing, ActiveState Confidential Information will include the Software,
including all source and object code, and all associated documentation, but not
"Maintenance and Support" means maintenance and support for the Software
provided by ActiveState under separate terms.
"OEM Distribution" means any distribution to, and/or use of the Software by,
others outside Your organization and distribution and/or use of the Software as
either a bundled add-on to, or embedded component of another application, with
such application being made available to its users as, but not limited to, an
on-premises application, a hosted application, a software-as-a-service offering
or a subscription service for which the distributor of the application receives
a license fee or any form of direct or indirect compensation and whether for
commercial or non-commercial purposes.
"Production Use" means any use of the Software licensed under this Agreement
beyond software development and testing with the Software. For greater clarity,
any use of the Software licensed under this Agreement other than uses to
support the development and testing of scripts or applications that will be run
with the Software or that will embed the Software is considered to be
"Software" means ActivePython software and the accompanying materials including,
but not limited to, source code, binary executables, documentation, images and
scripts, which are distributed by ActiveState, and derivatives of that
collection and/or those files.
"Wrapped Application" means a single-file executable in which all binary
components are encapsulated in a single binary without exposing the base
programming language as a scripting language within Your own application
program to end users.
2. License Grant.
a. Subject to the terms and conditions of this Agreement, ActiveState hereby
grants to You a limited, worldwide, perpetual, paid up, free-of-charge,
non-exclusive, non-transferable, non-assignable, and non-sublicensable
license to install and use the Software, including the current point version
of such Software and any associated documentation, in accordance with the
limitations and restrictions set forth in this Agreement.
b. With respect to the Software available for installation and use by You,
i. copy the Software for archival purposes;
ii. copy the Software for personal purposes;
iii. use the Software for Commercial Use for development and testing, not
including Production Use, on any computing device
in whatever form, whether physical or virtual;
iv. use the Software for non-Commercial Use
for development, testing, and Production Use on any computing device in
whatever form or manner, physical or virtual, as determined by
ActiveState in its sole discretion;
v. redistribute parts of the Software for non-Commercial Use outside of
Your organization only as part of a Wrapped Application utilizing
executable generators provided that any redistributed copy must contain
the original proprietary notices of the Software in unaltered form; and
vi. modify the Accessible Code to develop bug fixes, customizations, or
additional features, for the sole purpose of using the Software pursuant
to this Agreement.
c. ActiveState will not grant You any rights, title, or interests in and to
any other software or services, including any Maintenance and Support,
Production Use, or OEM Distribution relating to the Software, except to the
extent that such software and services, if any, are required and provided
pursuant to a separate agreement between You and ActiveState, including a
license or a maintenance and support agreement. To the maximum permitted
under applicable laws, ActiveState licenses the Software, and all related
materials and resources, to You under this Agreement without any offer or
promise to provide You Maintenance and Support or future development.
a. Except as expressly provided in this Agreement, You may not:
i. transfer, assign, sublicense, resell, or rent the Software;
ii. modify or translate the Software to discover the source code in the
Software or create a functional equivalent in the Software;
iii. reverse engineer, decompile, or disassemble (except as and only to the
extent this restriction is prohibited by applicable law) the Software;
iv. create derivative works based on the Software;
v. merge the Software with another product;
vi. copy the Software;
vii. remove or obscure any proprietary rights notices or labels on the Software;
I. the Software as a whole, whether as a Wrapped Application or on a
II. parts of the Software to create a language distribution; or
III. the Software (other than the Accessible Code) with Your Wrapped
ix. distribute the Software by OEM Distribution without entering into a
separate OEM Distribution agreement with ActiveState;
x. permit others to use the Software; or
xi. use the Software:
I. for Production Use on any computing device in whatever form or manner,
whether physical or virtual and external or internal-facing;
II. on any operating systems other than Windows, OSX, and Linux;
III. on computing devices used for file and/or application serving;
IV. on any computing devices used for business continuity and disaster
V. to provide content or functionality through external-facing servers
or internal-facing production servers.
a. Except as reasonably required to exercise Your rights under this
Agreement, You agree to prevent any unauthorized copying, use, distribution,
installation or transfer of possession of Confidential Information received
from ActiveState (the "ActiveState Confidential Information"). You will not
acquire any interest in any ActiveState Confidential Information by reason
of this Agreement. Nothing herein will restrict ActiveState's use or
disclosure of the ActiveState Confidential Information. ActiveState
Confidential Information will not include any information which (i) becomes
part of the public domain through no act or omission on Your part; (ii) is
lawfully acquired by You from a third party without any breach of
confidentiality; (iii) is independently developed by You without reference
to the ActiveState Confidential Information; or (iv) is disclosed in
accordance with judicial or other governmental order or timely disclosure
requirements imposed by law or stock exchange policies. Notwithstanding the
foregoing, either party will be permitted to disclose the terms and
conditions of this Agreement in conjunction with legal proceedings. Without
limiting the generality of the foregoing, You will take reasonable steps to
prevent any personnel from removing any proprietary or other legend or
restrictive notice contained or included in any material provided by
ActiveState to You.
b. You acknowledge that any use or disclosure of the ActiveState
Confidential Information in a manner inconsistent with the provisions of
this Agreement may cause ActiveState irreparable damage for which remedies
other than injunctive relief may be inadequate. You further agree that
ActiveState will be entitled to attempt to receive from a court of competent
jurisdiction injunctive or other equitable relief to restrain such use or
disclosure in addition to other appropriate remedies.
5. Open Source Acknowledgement.
The Software is comprised of open source software, which is subject to the
terms of the open source software license(s) accompanying or otherwise
applicable to that open source software included in the Software (the "Open
Source Components"). You acknowledge that Your own distribution or deployment
of instances containing or linking to the Software, including the Open Source
Components, or any other open source software may trigger open source license
requirements for which You are responsible. Nothing in this Agreement limits
Your rights under or grants rights to You that supersede the terms of any
applicable open source software license for the applicable Open Source
6. Intellectual Property Ownership.
All right, title and interest in and to the Software and all intellectual
property rights embodied therein, including copyrights, trade names,
trademarks, service marks, product names, trade secrets embodied in the
Software's design and coding methodology and other proprietary materials in the
Software belong exclusively to ActiveState or its third party licensors. The
Software is protected by Canada and United States copyright laws and
international treaty provisions as implemented locally in different
jurisdictions. Except as specifically provided under this Agreement, You
acknowledge that no other right, title or interest in and to the Software or
any parts thereof is granted to You. ActiveState grants You the limited right
to use the trade names, trademarks, service marks or product names of
ActiveState as required for reasonable and customary use in describing the
origin of the Software. You may not use the trade names, trademarks, service
marks or product names of ActiveState in any way that might state or imply that
ActiveState endorses Your work, or might state or imply that You created the
This Agreement will be effective upon Your agreement to be bound by
the terms and conditions of this Agreement and will continue in effect unless
otherwise terminated in accordance with the terms and conditions of this
If You breach any term or condition of this Agreement, ActiveState may
immediately terminate this Agreement with respect to the Software that You have
licensed under this Agreement by providing notice to You. ActiveState may also
terminate this Agreement, without any liability to You, if any law,
regulations, orders, or legal requirements prohibits ActiveState's provision or
licensing of the Software to You. Upon termination of this Agreement by
ActiveState, You will immediately cease all use of the Software and return all
copies of the Software that are under Your control to ActiveState or to delete
all such copies.
9. Infringement Indemnification.
You will indemnify, hold harmless, and defend ActiveState, its licensors, and
their respective employees, agents and distributors against any and all claims,
proceedings, demands and costs resulting from or in any way connected with Your
use of the Software and arising from Your breach of this Agreement; provided,
however, that ActiveState will notify You in writing of any such claim;
ActiveState will not enter into any settlement or compromise any such claim
without Your prior written consent; You will have sole control of any such
action and settlement negotiations; and ActiveState will provide You with
commercially reasonable information and assistance, at Your request and
expense, necessary to settle or defend such claim.
10. Disclaimer of Warranty.
a. NEITHER ACTIVESTATE NOR ANY OF ITS SUPPLIERS, LICENSORS, OR RESELLERS
MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT. TO
THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ACTIVESTATE AND ITS
SUPPLIERS, LICENSORS, AND RESELLERS SPECIFICALLY DISCLAIM ALL WARRANTIES AND
CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY, DURABILITY, MERCHANTABLE QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, UPDATES, UPGRADES, SUPPLEMENTS, PRODUCTS,
APPLIANCES, SYSTEM INTEGRATION, DATA ACCURACY AND ANY OTHER ITEMS PROVIDED
HEREUNDER. ACTIVESTATE MAKES NO WARRANTY OR GUARANTEE THAT THE OPERATION OF
THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE
SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY,
ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION,
INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY
CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
b. TO THE EXTENT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER
APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD
REQUIRED BY APPLICABLE LAW.
c. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR
LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, AND SO SOME OR ALL
OF THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS SET OUT IN THIS
SECTION MAY NOT APPLY TO YOU.
11. Limitation of Liability.
a. INDEPENDENT OF THE FOREGOING PROVISIONS, TO THE MAXIMUM EXTENT PERMITTED
UNDER APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING
WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, WILL
ACTIVESTATE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS,
CONTRACTORS, PRINCIPALS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY
OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL,
WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE,
EVEN IF ACTIVESTATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL
ACTIVESTATE BE LIABLE TO YOU FOR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE
WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION.
12. Export Controls.
You will comply with all export laws and restrictions and regulations of
Canada, the United States or foreign agencies or authorities, and not to export
or re-export the Software or any direct product thereof in violation of any
such restrictions, laws or regulations, or without all necessary approvals. As
applicable, each party will obtain and bear all expenses relating to any
necessary licenses and/or exemptions with respect to its own export of the
Software from Canada or the U.S. Neither the Software nor the underlying
information or technology may be electronically transmitted or otherwise
exported or re-exported: into any country subject to Canada or U.S. trade
sanctions covering the Software, to individuals or entities controlled by such
countries, or to nationals or residents of such countries other than nationals
who are lawfully admitted permanent residents of countries not subject to such
sanctions; to anyone on Canada's Area Control List of the Export and Import
Permits Act; or to anyone on the U.S. Treasury Department's list of Specially
Designated Nationals and Blocked Persons or the U.S. Commerce Department's
Table of Denial Orders. By installing or using the Software, You agree to the
foregoing and represent and warrant that it complies with these conditions.
13. U.S. Government End-Users.
The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101
(Oct. 1995), consisting of "commercial computer software" and "commercial
computer software documentation," as such terms are used in 48 C.F.R. 12.212
(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through
227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with
only those rights as are granted to all other end users pursuant to the terms
and conditions herein. Unpublished rights are reserved under the copyright laws
of Canada and the United States.
14. Licensee Outside The U.S.
If You are located outside the U.S., then the following provisions will apply:
(a) Les parties aux presentes confirment leur volonte que cette convention de
meme que tous les documents y compris tout avis qui siy rattache, soient
rediges en langue anglaise (translation: "The parties confirm that this
Agreement and all related documentation is and will be in the English
language."); and (b) You are responsible for complying with any local laws in
Your jurisdiction which might impact Your right to import, export or use the
Software, and You represent that You have complied with any regulations or
registration procedures required by applicable law to make this license
15. Entire Agreement.
This Agreement constitutes the entire understanding of the parties with respect
to the subject matter of this Agreement and merges all prior communications,
representations, and agreements.
If any provision of this Agreement is declared invalid or unenforceable, such
provision will be deemed modified to the extent necessary and possible to
render it valid and enforceable. In any event, the unenforceability or
invalidity of any provision will not affect any other provision of this
Agreement, and this Agreement will continue in full force and effect, and be
construed and enforced, as if such provision had not been included, or had been
modified as above provided, as the case may be.
ActiveState reserves the right to change this Agreement at any time, which
change will be effective immediately upon the posting on ActiveState's website
for the version of the applicable Software found here:
Your continued use of the Software following amendment will be deemed to
constitute Your acceptance of any and all such amendments.
Except for actions to protect intellectual property rights and to enforce an
arbitrator's decision hereunder, all disputes, controversies, or claims arising
out of or relating to this Agreement or a breach thereof will be submitted to
and be finally resolved by arbitration under the rules of the American
Arbitration Association ("AAA") then in effect. There will be one arbitrator,
and such arbitrator will be chosen by mutual agreement of the parties in
accordance with AAA rules. The arbitration will take place in Vancouver, BC,
Canada, and may be conducted by telephone or online. The arbitrator will apply
the laws of the Province of British Columbia, Canada to all issues in dispute.
The controversy or claim will be arbitrated on an individual basis, and will
not be consolidated in any arbitration with any claim or controversy of any
other party. The findings of the arbitrator will be final and binding on the
parties, and may be entered in any court of competent jurisdiction for
enforcement. Enforcements of any award or judgment will be governed by the
United Nations Convention on the Recognition and Enforcement of Foreign
Arbitral Awards. Should either party file an action contrary to this provision,
the other party may recover legal fees and costs up to $1,000.00.
19. Jurisdiction and Venue.
The superior courts of Vancouver in the Province of British Columbia, Canada
will be the exclusive jurisdiction and venue for all legal proceedings that are
not arbitrated under this Agreement.
20. Force Majeure.
Neither party will be liable for damages for any delay or failure of delivery
arising out of causes beyond their reasonable control and without their fault
or negligence, including, but not limited to, Acts of God, acts of civil or
military authority, fires, riots, wars, embargoes, Internet disruptions, hacker
attacks, or communications failures. Notwithstanding anything to the contrary
contained herein, if either party is unable to perform hereunder for a period
of thirty (30) consecutive days, then the other party may terminate this
Agreement immediately without liability by ten (10) days' written notice to the
21. Publicity Rights.
You grant ActiveState the right to include Your name, trade name, trademark,
service mark or logo in its Software promotional material. You may retract this
grant at any time in writing to firstname.lastname@example.org, requesting Your name,
trade name, trademark, service mark or logo be excluded from future releases of
ActiveState Software promotional material. Requests cannot be complied with
retroactively and may require up to thirty (30) days to process.
Except as expressly provided herein, neither this Agreement nor any rights
granted hereunder, nor the use of any of the Software may be assigned, or
otherwise transferred, in whole or in part, by You, without the prior written
consent of ActiveState. Any permitted assignment by You under this Section will
be conditional upon You delivering all copies of the Software to the transferee
along with a copy of this Agreement, the transferee accepting the terms and
conditions of this Agreement, and Your license to the Software terminating upon
transfer. Any attempted assignment by You will be void and of no effect unless
permitted by the foregoing. You acknowledge and agree that ActiveState may
assign this Agreement to any third party without Your prior consent.
This Agreement will enure to the benefit of the parties' permitted successors
24. Governing Law.
This Agreement will be construed under the laws of the Province of British
Columbia and the federal laws of Canada applicable therein, without regard to
the conflict of law rules. The application of the United Nations Convention of
Contracts for the International Sale of Goods and any local implementations
thereof are expressly excluded. The parties agree that the Uniform Computer
Transactions Act or any version thereof, adopted by any jurisdiction, in any
form ("UCITA"), will not apply to this Agreement, and to the extent that UCITA
may be applicable, the parties agree to opt out of the applicability of UCITA
pursuant to the opt-out provision(s) contained therein.