Kyoto Cabinet Commercial License Agreement
This Kyoto Cabinet Commercial License Agreement (the "Agreement"), entered into this ____ day
of __________, ____, by and between Hatsuki Hirabayashi, d/b/a FAL Labs with its business office at
6-17-7-405, Shimouma, Setagaya, Tokyo, Japan (the "Licensor") and ________________, a corporation
duly organized and existing under the laws of _________________ and having its principal business office
at ___________________________ (the "Licensee"), for the licensing on the following terms and conditions
of certain computer software systems, documentation and related materials defined herein and
identified in Exhibit attached hereto and incorporated by reference, witnesseth:
1.
Definitions
Unless the context requires otherwise, the following words shall have the following meanings in
this Agreement:
1.1
"Libraries" means software libraries called "Kyoto Cabinet."
1.2 "Programs" means source codes and object codes generated from the source codes that
consist of the Libraries (versions are defined in Exhibit).
1.3
"Test Programs" means programs for execution and performance test of the Libraries.
1.4 "Programs and Others" collectively means the Libraries, the Programs and the Test
Programs.
1.5 "Documents" means the documents that are attached to, and explaining specifications and
method for utilization of, the Programs and Others.
1.6 "Bindings" means programs for utilizing the Libraries by programming languages of Java,
Python, Ruby, Perl and Lua (versions are defined in Exhibit).
1.7 "Products" collectively means the Programs and Others, the Documents and Bindings
(including updated versions disclosed by Licensor on or after the date and time of execution of
this Agreement).
1.8 "Applications" means computer programs developed and produced by Licensee by utilizing
the Products and including the Programs and Others and the Bindings.
Page 1 / 9
2.
Grant of License
2.1 Subject to the prohibited activities provision of Section 6, Licensor hereby grants to
Licensee and Licensee hereby accepts a nonexclusive, nontransferable and revocable perpetual
license to utilize the Products by including the Libraries in the Applications for purpose of
developing and producing the Applications and to utilize the Products in order to transfer, sell,
rent, lease, distribute or sublicense the Applications to any third parties.
2.2 In consideration for the rights and license granted under this Agreement, Licensee shall
pay a royalty to Licensor pursuant to Section 4.
2.3 Licensor grants to Licensee a license to modify and utilize the Programs and Others
pursuant to Section 2.1 only for the purpose of fixing any problems and/or improving programs
portability by adapting the Programs and Others to environment for the usage of the
Applications.
3.
Delivery of the Products
3.1 Licensor shall deliver the Products by having Licensee download data files from an official
Web site that is prepared by Licensor only for the downloading and Licensor informs Licensee of
its Uniform Resource Identifiers after Licensee pays the royalty for the Products pursuant to
Section 4.
3.2 Licensee shall install all the Programs and Others by itself pursuant to the Documents on
any computer hardware and computer systems that Licensee will use the Programs and Others.
Licensee shall be solely responsible for any problems with Licensee's computer hardware,
computer systems and/or any other software installed in those computer hardware and/or
computer systems that would be caused as a result of the installation.
4.
Royalty
4.1 In consideration of the grant of the rights and licenses hereunder, Licensee will pay the
royalty for the Products set forth in Exhibit.
4.2 Licensor shall not refund the royalty paid by Licensee pursuant to Section 4.1 for any
reason.
5.
Ownership
This Agreement will not transfer any rights of Licensor with respect to the Products to Licensee.
Notwithstanding Licensor's grant to Licensee of a license to the Products, Licensor owns all
rights and title with respect to the Products, including but not limited to patents, copyrights,
Page 2 / 9
trademarks, know-how, trade secrets and any other intellectual property rights, and those rights
and title shall at all times remain in Licensor, unless otherwise expressly set forth in this
Agreement.
Page 3 / 9
6.
Prohibited Activities
6.1 Licensee must not sublicense all or any portions of the Libraries to any third parties, other
than by including the Libraries or a portion thereof in a new computer software which is
developed and produced by Licensee.
6.2 Licensee must not change, remove, obscure or interfere with any Licensor's copyright
notice, trademarks, attribution, acknowledgment, warning or disclaimer statement affixed to,
incorporated in or otherwise applied in connection with the Products.
7.
Disclaimer of Warranties
LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, WITH REGARD TO THE PRODUCTS. LICENSEE SHALL BE SOLELY
RESPONSIBLE FOR ANY TROUBLES AND RISKS WITH REGARD TO QUALITIES AND/OR
PERFORMANCES OF THE PROGRAMS AND OTHERS AND/OR THE BINDINGS. LICENSEE
SHALL BEAR ALL THE COSTS FOR REPLACEMENTS, REPAIRS OR MODIFICATIONS OF
THE PRODUCTS, EVEN IF THOSE COSTS ARE NECESSARY DUE TO ANY DEFECTS OF
THE PRODUCTS.
8.
Limitation of Liabilities
8.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT
LIMITED TO, LOSS OR ALTERATION OF DATA, DATA BEING RENDERED
INACCUARATE OR malfunction of hardware ARISING OUT OF THE USE OF THE
PRODUCTS, EVEN IF LICENSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
8.2 LICENSEE MAY CHOOSE TO OFFER ACCEPTANCE OF WARRANTIES OF
FUNCTIONS AND QUALITIES OF THE APPLICATIONS OR SUPPORTS WHEN IT
DISTRIBUTES THE APPLICATIONS; HOWEVER, IN ACCEPTING SUCH OBLIGATIONS,
LICENSEE MAY ACT ONLY ON ITS BEHALF AND ON ITS SOLE RESPONSIBILITY AND
SHALL EXPRESSLY INDICATE THAT LICENSEE TAKES ALL THE RESPONSIBILITIES
WITH REGARD TO THE APPLICATIONS. LICENSEE AGREES TO INDEMNIFY, DEFEND,
AND HOLD LICENSOR HARMLESS FROM AND AGAINST ANY LIABILITY INCURRED BY,
OR CLAIMS ASSERTED AGAINST, LICENSOR BY REASON OF LICENSEE'S ACCEPTING
ANY SUCH WARRANTIES OR SUPPORTS, REGARDLESS OF THE INDICATION OF ITS
SOLE RESPONSIBILITIES.
Page 4 / 9
Page 5 / 9
9.
Non GPL v3 License
Licensee understands and acknowledges that this Agreement is a commercial license agreement
that does not comply with version 3 of GNU General Public License published by Free Software
Foundation, Inc. (the "GPL v3"). If Licensee or any other party applies the Products or any
programs that are distributed by Licensor or any other party pursuant to the GPL v3 to the
Applications, the Applications thereafter will be required to grant licenses in compliance with the
GPL v3. Licensor will take no responsibilities even if the Applications will be required to comply
with the GPL v3, while Licensee used the Products that were provided by Licensor under this
Agreement.
10. Termination
10.1 Licensor may terminate this Agreement immediately without notice if Licensee fails to
comply with the terms and conditions of this Agreement and such failure remains uncorrected for
more than thirty (30) days after receipt of a written notice specifying the default from Licensor.
10.2 Upon termination of this Agreement, Licensee must immediately delete the data of the
Products and Others and the Binding received from Licensor as well as their duplicates, and
return or destroy the Documents and their duplicates by order of Licensor.
11.
Survival
The provisions of Sections 4.2, 5, 6, 7, 8, 12, 13, 15 and 16 shall survive any termination of this
Agreement.
12.
Confidentiality
Each party shall maintain in confidence all business and technical information with regard to the
other party and its business partners that is disclosed by the other party in the course of
performing the Agreement and shall not disclose such information to any third party without
prior written approval by the other party.
13.
Assignment
Neither party shall assign, sell, pledge, encumber or otherwise convey this Agreement and any of
its rights and obligations under this Agreement without the prior written consent of the other
party.
14.
Modification
Page 6 / 9
No modification or amendment of this Agreement shall be binding unless executed in writing by
both parties.
Page 7 / 9
15.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Japan.
16.
Jurisdiction
Each party hereby agrees that the Tokyo District Court shall have exclusive jurisdiction for the
first instance over any lawsuit in connection with this Agreement.
17.
Notices
17.1 All notices, demands and other communications which shall or may be given under this
Agreement shall be made by registered mails and shall be addressed to the parties at each
party's respective office first above referred to.
17.2 Notices, demands and other communications shall be deemed to be received upon
completion
of their delivery to the other party.
17.3
18.
Either party may change its address by notice in accordance with this Section.
Severability
If any provision or any portion of any provision of this Agreement shall be held to be void or
unenforceable, the remaining provisions of this Agreement and the remaining portion of any
provision held void or unenforceable in part shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
Licensor: Hatsuki Hirabayashi (d/b/a FAL Labs)
By ______________________________
Licensee:
By ______________________________
Page 8 / 9
Exhibit
Product
Versions of the Product:
Kyoto Cabinet 1.2.50 and later
Versions of the Binding:
Kyoto Cabinet Java binding 1.17 and later
Kyoto Cabinet Python3 binding 1.17 and later
Kyoto Cabinet Python2 binding 1.13 and later
Kyoto Cabinet Ruby binding 1.25 and later
Kyoto Cabinet Perl binding 1.16 and later
Kyoto Cabinet Lua binding 1.19 and later
Royalty
Amount:
US$ ____________
Payment method:
by bank transfer to
The Bank of Tokyo-Mitsubishi UFJ, Ltd. Otsumachi Branch (SWIFT Code: BOTKJPJT)
4-6, NISHIKI3-CHOME, NAKA-KU, NAGOYA-SHI, AICHI, 460-0003, JAPAN
Type of Account: Saving Account
Beneficiary Account Number: 203-1638845
Beneficiary Name: HATSUKI HIRABAYASHI
Beneficiary Address: 6-17-7-405, Shimouma, Setagaya, Tokyo, 154-0002, Japan
Due date:
______________________
Page 9 / 9