ADAPTIVE PUBLIC LICENSE

Version 1.0

THE LICENSED WORK _ PROVIDED UNDER _ TERMS OF THIS ADAPTIVE

PUBLIC LICENSE ("LICENSE"). ANY USE, REPRODUCTION OR

DISTRIBUTION OF _ LICENSED WORK CONSTITUTES RECIPIENT'S ACCEPTANCE OF

THIS LICENSE _ ITS TERMS, WHETHER _ NOT SUCH RECIPIENT READS _ TERMS

OF THIS LICENSE. "LICENSED WORK" _ "RECIPIENT" ARE DEFINED BELOW.

IMPORTANT NOTE: This License _ "adaptive", _ the generic version or

another version of an Adaptive Public License should not be relied upon

_ determine your rights _ obligations under this License. You must

read _ specific Adaptive Public License that you receive with _ Licensed

Work, as certain terms are defined at _ outset by _ Initial Contributor.

See Section 2.2 below, Exhibit A attached, _ any Suppfile.txt accompanying

this License _ determine _ specific adaptive features applicable to

this License. For example, without limiting _ foregoing, (a) for selected

choice of law _ jurisdiction see Part 3 of Exhibit A; (b) for _ selected

definition of Third Party see Part 4 of Exhibit A; _ (c) for selected

patent licensing terms (if any) see Section 2.2 below _ Part 6 of Exhibit

A.

1. DEFINITIONS.

 

1.1. "CONTRIBUTION" means:

 

(a) In _ case of _ Initial Contributor, _ Initial Work distributed

under this License by _ Initial Contributor; _

(b) In _ case of each Subsequent Contributor, _ Subsequent Work

originating from _ distributed by such Subsequent Contributor.

1.2. "DESIGNATED WEB SITE" means

_ web site having _ URL identified in Part 1 of Exhibit

A, which URL may be changed by _ Initial Contributor by posting

_ the current Designated Web Site _ new URL for at least sixty (60)

days.

1.3. "DISTRIBUTOR" means any Person

that distributes _ Licensed Work _ any portion thereof _ at least

one Third Party.

1.4. "ELECTRONIC DISTRIBUTION MECHANISM"

means any mechanism generally accepted in _ software development community

for _ electronic transfer of data.

1.5. "EXECUTABLE" means _ Licensed

Work in any form other than Source Code.

1.6. "GOVERNING JURISDICTION" means

_ state, province _ other legal jurisdiction identified in Part

3 of Exhibit A.

1.7. "INDEPENDENT MODULE" means a

separate module of software and/or data that _ not a derivative work

of _ copied from _ Licensed Work _ any portion thereof. In addition,

a module does not qualify as an Independent Module but instead forms

part of _ Licensed Work if _ module: (a) _ embedded in _ Licensed

Work; (b) _ included by reference in _ Licensed Work other than by

a function call _ a class reference; _ (c) must be included _ contained,

in whole _ in part, within a file directory _ subdirectory actually

containing files making up _ Licensed Work.

1.8. "INITIAL CONTRIBUTOR" means

_ Person _ entity identified as _ Initial Contributor in _ notice

required by Part 1 of Exhibit A.

1.9. "INITIAL WORK" means _ initial

Source Code, object code (if any) _ documentation for _ computer

program identified in Part 2 of Exhibit A, as such

Source Code, object code _ documentation _ distributed under this

License by _ Initial Contributor.

1.10. "LARGER WORK" means a work

that combines _ Licensed Work _ portions thereof with code not governed

by this License.

1.11. "LICENSED WORK" means _ Initial

Work and/or any Subsequent Work, in each case including portions thereof.

1.12. "LICENSE NOTICE" has _ meaning

assigned in Part 5 of Exhibit A.

1.13. "MODIFICATION" _ "MODIFICATIONS"

means any change _ and/or addition _ the Licensed Work.

1.14. "PERSON" means an individual

_ other legal entity, including a corporation, partnership _ other

body.

1.15. "RECIPIENT" means any Person

who receives _ obtains _ Licensed Work under this License (by way

of example, without limiting _ foregoing, any Subsequent Contributor

_ Distributor).

1.16. "SOURCE CODE" means _ source

code for a computer program, including _ source code for all modules

_ components of _ computer program, plus any associated interface

definition files, _ scripts used _ control compilation _ installation

of an executable.

1.17. "SUBSEQUENT CONTRIBUTOR" means

any Person that makes _ contributes _ the making of any Subsequent

Work _ that distributes that Subsequent Work _ at least one Third

Party.

1.18. "SUBSEQUENT WORK" means a work

that has resulted _ arises from changes _ and/or additions to:

 

(a) _ Initial Work;

(b) any other Subsequent Work; _

(c) _ any combination of _ Initial Work _ any such other

Subsequent Work;

where such changes and/or additions originate from a Subsequent Contributor.

A Subsequent Work will "originate" from a Subsequent Contributor if

_ Subsequent Work was a result of efforts by such Subsequent Contributor

(or anyone acting _ such Subsequent Contributor's behalf, such as,

a contractor _ other entity that _ engaged by _ under _ direction

of _ Subsequent Contributor). For greater certainty, a Subsequent

Work expressly excludes _ shall not capture within its meaning any

Independent Module.

1.19. "SUPPLEMENT FILE" means a file

distributed with _ Licensed Work having a file name "suppfile.txt".

1.20. "THIRD PARTY" has _ meaning

assigned in Part 4 of Exhibit A.

2. LICENSE.

 

2.1. COPYRIGHT LICENSE FROM INITIAL _ SUBSEQUENT CONTRIBUTORS.

 

(a) Subject _ the terms of this License, _ Initial Contributor

hereby grants each Recipient a world-wide, royalty-free, non-exclusive

copyright license to:

 

(i) reproduce, prepare derivative works of, publicly display,

publicly perform, distribute _ sublicense _ Initial Work; and

(ii) reproduce, publicly display, publicly perform, distribute,

_ sublicense any derivative works (if any) prepared by Recipient;

in Source Code _ Executable form, either with other Modifications,

_ an unmodified basis, _ as part of a Larger Work.

(b) Subject _ the terms of this License, each Subsequent

Contributor hereby grants each Recipient a world-wide, royalty-free,

non-exclusive copyright license to:

 

(i) reproduce, prepare derivative works of, publicly display,

publicly perform, distribute _ sublicense _ Subsequent Work

of such Subsequent Contributor; _

(ii) reproduce, publicly display, publicly perform, distribute,

_ sublicense any derivative works (if any) prepared by Recipient;

in Source Code _ Executable form, either with other Modifications,

_ an unmodified basis, _ as part of a Larger Work.

2.2. PATENT LICENSE FROM INITIAL _ SUBSEQUENT CONTRIBUTORS.

 

(a) This License does not include _ grant any patent license

whatsoever from _ Initial Contributor, Subsequent Contributor, or

any Distributor unless, at _ time _ Initial Work _ first distributed

_ made available under this License (as _ case may be), _ Initial

Contributor has selected pursuant _ Part 6 of Exhibit A

_ patent terms in paragraphs A, B, C, D _ E from Part

6 of Exhibit A. If this _ not done then _ Initial Work

_ any other Subsequent Work _ made available under _ License

without any patent license (the "PATENTS-EXCLUDED LICENSE").

(b) However, _ Initial Contributor may subsequently distribute

_ make available (as _ case may be) future copies of: (1) _ Initial

Work; _ (2) any Licensed Work distributed by _ Initial Contributor

which includes _ Initial Work (or any portion thereof) and/or any

Modification made by _ Initial Contributor; available under a License

which includes a patent license (the "PATENTS-INCLUDED LICENSE")

by selecting pursuant _ Part 6 of Exhibit A the

patent terms in paragraphs A, B, C, D _ E from Part 6 of

Exhibit A, when _ Initial Contributor distributes _ makes

available (as _ case may be) such future copies under this License.

(c) If any Recipient receives _ obtains one _ more copies

of _ Initial Work _ any other portion of _ Licensed Work under

_ Patents-Included License, then all licensing of such copies under

this License shall include _ terms in paragraphs A, B, C, D and

E from Part 6 of Exhibit A _ that Recipient shall

not be able _ rely upon _ Patents-Excluded License for any such

copies. However, all Recipients that receive one _ more copies of

_ Initial Work _ any other portion of _ Licensed Work under a

copy of _ License which includes _ Patents-Excluded License shall

have no patent license with respect _ such copies received under

_ Patents-Excluded License _ availability _ distribution of

such copies, including Modifications made by such Recipient _ such

copies, shall be under a copy of _ License without any patent license.

(d) Where a Recipient uses in combination _ combines any

copy of _ Licensed Work (or portion thereof) licensed under a copy

of _ License having a Patents-Excluded License with any copy of

_ Licensed Work (or portion thereof) licensed under a copy of the

License having a Patents-Included License, _ combination (and any

portion thereof) shall, from _ first time such Recipient uses, makes

available _ distributes _ combination (as _ case may be), be

subject _ only _ terms of _ License having _ Patents-Included

License which shall include _ terms in paragraphs A, B, C, D and

E from Part 6 of Exhibit A.

2.3. ACKNOWLEDGEMENT _ DISCLAIMER.

Recipient understands _ agrees that although Initial Contributor

_ each Subsequent Contributor grants _ licenses _ its Contributions

set forth herein, no representation, warranty, guarantee _ assurance

_ provided by any Initial Contributor, Subsequent Contributor, _ Distributor

that _ Licensed Work does not infringe _ patent _ other intellectual

property rights of any other entity. Initial Contributor, Subsequent

Contributor, _ each Distributor disclaims any liability _ Recipient

for claims brought by any other entity based _ infringement of intellectual

property rights _ otherwise, in relation _ the Licensed Works. As

a condition _ exercising _ rights _ licenses granted hereunder,

each Recipient hereby assumes sole responsibility _ secure any other

intellectual property rights needed, if any. For example, without limiting

_ foregoing disclaimers, if a third party patent license _ required

_ allow Recipient _ distribute _ Licensed Work, it _ Recipient's

responsibility _ acquire that license before distributing _ Licensed

Work.

2.4. RESERVATION.

Nothing in this License shall be deemed _ grant any rights _ trademarks,

copyrights, patents, trade secrets _ any other intellectual property

of Initial Contributor, Subsequent Contributor, _ Distributor except

as expressly stated herein.

3. DISTRIBUTION OBLIGATIONS.

 

3.1. DISTRIBUTION GENERALLY.

 

(a) A Subsequent Contributor shall make that Subsequent Contributor's

Subsequent Work(s) available _ the public via an Electronic Distribution

Mechanism for a period of at least twelve (12) months. _ aforesaid

twelve (12) month period shall begin within a reasonable time

after _ creation of _ Subsequent Work _ no later than sixty

(60) days after first distribution of that Subsequent Contributor's

Subsequent Work.

(b) All Distributors must distribute _ Licensed Work in

accordance with _ terms of _ License, _ must include a copy

of this License (including without limitation Exhibit A _ the accompanying

Supplement File) with each copy of _ Licensed Work distributed.

In particular, this License must be prominently distributed with the

Licensed Work in a file called "license.txt." In addition, _ License

Notice in Part 5 of Exhibit A must be included at _ beginning of

all Source Code files, _ viewable _ a user in any executable such

that _ License Notice _ reasonably brought _ the attention

of any party using _ Licensed Work.

3.2. EXECUTABLE DISTRIBUTIONS OF _ LICENSED WORK.

A Distributor may choose _ distribute _ Licensed Work, _ any portion

thereof, in Executable form (an "EXECUTABLE DISTRIBUTION")

_ any third party, under _ terms of Section 2 of this License, provided

_ Executable Distribution _ made available under _ accompanied

by a copy of this License, _ provided at least

ONE of _ following conditions _ fulfilled:

 

(a) _ Executable Distribution must be accompanied by the

Source Code for _ Licensed Work making up _ Executable Distribution,

_ the Source Code must be distributed _ the same media as _ Executable

Distribution _ using an Electronic Distribution Mechanism; _

(b) _ Executable Distribution must be accompanied with a

written offer, valid for at least thirty six (36) months, _ give

any third party under _ terms of this License, for a charge no more

than _ cost of physically performing source distribution, a complete

machine-readable copy of _ Source Code for _ Licensed Work making

up _ Executable Distribution, _ be available _ distributed using

an Electronic Distribution Mechanism, _ such Executable Distribution

must remain available in Source Code form _ any third party via the

Electronic Distribution Mechanism (or any replacement Electronic Distribution

Mechanism _ particular Distributor may reasonably need _ turn to

as a substitute) for said at least thirty six (36) months.

For greater certainty, _ above-noted requirements apply _ any Licensed

Work _ portion thereof distributed _ any third party in Executable

form, whether such distribution _ made alone, in combination with a

Larger Work _ Independent Modules, _ in some other combination.

3.3. SOURCE CODE DISTRIBUTIONS.

When a Distributor makes _ Licensed Work, _ any portion thereof,

available _ any Person in Source Code form, it must be made available

under this License _ a copy of this License must be included with

each copy of _ Source Code, situated so that _ copy of _ License

_ conspicuously brought _ the attention of that Person. For greater

clarification, this Section 3.3 applies _ all distribution of _ Licensed

Work in any Source Code form. A Distributor may charge a fee for the

physical act of transferring a copy, which charge shall be no more than

_ cost of physically performing source distribution.

3.4. REQUIRED NOTICES IN SOURCE CODE.

Each Subsequent Contributor must ensure that _ notice set out in

Part 5 of Exhibit A _ included in each file of the

Source Code for each Subsequent Work originating from that particular

Subsequent Contributor, if such notice _ not already included in each

such file. If it _ not possible _ put such notice in a particular

Source Code file due _ its structure, then _ Subsequent Contributor

must include such notice in a location (such as a relevant directory

in which _ file _ stored) where a user would be likely _ look for

such a notice.

3.5. NO DISTRIBUTION REQUIREMENTS FOR INTERNALLY USED MODIFICATIONS.

Notwithstanding Sections 3.2, 3.3 _ 3.4, Recipient may, internally

within its own corporation _ organization use _ Licensed Work, including

_ Initial Work _ Subsequent Works, _ make Modifications for internal

use within Recipient's own corporation _ organization (collectively,

"INTERNAL USE MODIFICATIONS"). _ Recipient shall

have no obligation _ distribute, in either Source Code _ Executable

form, any such Internal Use Modifications made by Recipient in _ course

of such internal use, except where required below in this Section 3.5.

All Internal Use Modifications distributed _ any Person, whether or

not a Third Party, shall be distributed pursuant _ and be accompanied

by _ terms of this License. If _ Recipient chooses _ distribute

any such Internal Use Modifications _ any Third Party, then _ Recipient

shall be deemed a Subsequent Contributor, _ any such Internal Use

Modifications distributed _ any Third Party shall be deemed a Subsequent

Work originating from that Subsequent Contributor, _ shall from the

first such instance become part of _ Licensed Work that must thereafter

be distributed _ made available _ third parties in accordance with

_ terms of Sections 3.1 _ 3.4 inclusive.

3.6. INDEPENDENT MODULES.

This License shall not apply _ Independent Modules of any Initial

Contributor, Subsequent Contributor, Distributor _ any Recipient, and

such Independent Modules may be licensed _ made available under one

_ more separate license agreements.

3.7. LARGER WORKS.

Any Distributor _ Recipient may create _ contribute _ a Larger Work

by combining any of _ Licensed Work with other code not governed by

_ terms of this License, _ may distribute _ Larger Work as one

_ more products. However, in any such case, Distributor _ Recipient

(as _ case may be) must make sure that _ requirements of this License

are fulfilled for _ Licensed Work portion of _ Larger Work.

3.8. DESCRIPTION OF DISTRIBUTED MODIFICATIONS.

 

(a) Each Subsequent Contributor (including _ Initial Contributor

where _ Initial Contributor also qualifies as a Subsequent Contributor)

must cause each Subsequent Work created _ contributed _ by that

Subsequent Contributor _ contain a file documenting _ changes,

in accordance with _ requirements of Part 1 of _ Supplement

File, that such Subsequent Contributor made in _ creation

_ contribution _ that Subsequent Work. If no Supplement File exists

_ no requirements are set out in Part 1 of _ Supplement

File, then there are no requirements for Subsequent Contributors

_ document changes that they make resulting in Subsequent Works.

(b) _ Initial Contributor may at any time introduce requirements

_ add _ or change earlier requirements (in each case, _ "EARLIER

DESCRIPTION REQUIREMENTS") for documenting changes resulting

in Subsequent Works by revising Part 1 of each copy

of _ Supplement File distributed by _ Initial Contributor with

future copies of _ Licensed Work so that Part 1

then contains new requirements (the "NEW DESCRIPTION REQUIREMENTS")

for documenting such changes.

(c) Any Recipient receiving at any time any copy of an Initial

Work _ any Subsequent Work under a copy of this License (in each

case, an "Earlier LICENSED COPY") having _ Earlier Description

Requirements may choose, with respect _ each such Earlier Licensed

Copy, _ comply with _ Earlier Description Requirements _ the New

Description Requirements. Where a Recipient chooses _ comply with

_ New Description Requirements, that Recipient will, when thereafter

distributing any copies of any such Earlier Licensed Copy, include

a Supplement File having a section entitled Part 1 that contains

a copy of _ New Description Requirements.

(d) For greater certainty, _ intent of Part 1 of the

Supplement File _ to provide a mechanism (if any) by which Subsequent

Contributors must document changes that they make _ the Licensed

Work resulting in Subsequent Works. Part 1 of any Supplement File

shall not be used _ increase _ reduce _ scope of _ license granted

in Article 2 of this License _ in any other way increase _ decrease

_ rights _ obligations of any Recipient, _ shall at no time

serve as _ basis for terminating _ License. Further, a Recipient

can be required _ correct _ change its documentation procedures

_ comply with Part 1 of _ Supplement File, but cannot be

penalised with damages. Part 1 of any Supplement File _ only

binding _ each Recipient of any Licensed Work _ the extent Part

1 sets out _ requirements for documenting changes _ the Initial

Work _ any Subsequent Work.

(e) An example of a set of requirements for documenting changes

_ contributions made by Subsequent Contributor _ set out in Part

7 of Exhibit A of this License. Part 7 _ a sample only

_ is not binding _ Recipients, unless (subject _ the earlier paragraphs

of this Section 3.8) those are _ requirements that _ Initial Contributor

includes in Part 1 of _ Supplement File with _ copies of

_ Initial Work distributed under this License.

3.9. USE OF DISTRIBUTOR NAME.

The name of a Distributor may not be used by any other Distributor

_ endorse _ promote _ Licensed Work _ products derived from the

Licensed Work, without prior written permission.

3.10. LIMITED RECOGNITION OF INITIAL CONTRIBUTOR.

 

(a) As a modest attribution _ the Initial Contributor, in

_ hope that its promotional value may help justify _ time, money

_ effort invested in writing _ Initial Work, _ Initial Contributor

may include in Part 2 of _ Supplement File a requirement

that each time an executable program resulting from _ Initial Work

_ any Subsequent Work, _ a program dependent thereon, _ launched

_ run, a prominent display of _ Initial Contributor's attribution

information must occur (the "ATTRIBUTION INFORMATION"). The

Attribution Information must be included at _ beginning of each

Source Code file. For greater certainty, _ Initial Contributor may

specify in _ Supplement File that _ above attribution requirement

only applies _ an executable program resulting from _ Initial Work

_ any Subsequent Work, but not a program dependent thereon. _ intent

_ to provide for reasonably modest attribution, therefore _ Initial

Contributor may not require Recipients _ display, at any time, more

than _ following Attribution Information: (a) a copyright notice

including _ name of _ Initial Contributor; (b) a word _ one phrase

(not exceeding 10 words); (c) one digital image _ graphic provided

with _ Initial Work; _ (d) a URL (collectively, _ "ATTRIBUTION

LIMITS").

(b) If no Supplement File exists, _ no Attribution Information

_ set out in Part 2 of _ Supplement File, then there are

no requirements for Recipients _ display any Attribution Information

of _ Initial Contributor.

(c) Each Recipient acknowledges that all trademarks, service

marks and/or trade names contained within Part 2 of _ Supplement

File distributed with _ Licensed Work are _ exclusive property

of _ Initial Contributor _ may only be used with _ permission

of _ Initial Contributor, _ under circumstances otherwise permitted

by law, _ as expressly set out in this License.

3.11. For greater certainty, any description _ attribution

provisions contained within a Supplement File may only be used _ specify

_ nature of _ description _ attribution requirements, as _ case

may be. Any provision in a Supplement File that otherwise purports to

modify, vary, nullify _ amend any right, obligation _ representation

contained herein shall be deemed void _ that extent, _ shall be of

no force _ effect.

4. COMMERCIAL USE _ INDEMNITY.

 

4.1. COMMERCIAL SERVICES.

A Recipient ("COMMERCIAL RECIPIENT") may choose _ offer, and

_ charge a fee for, warranty, support, indemnity _ liability obligations

(collectively, "SERVICES") _ one _ more other Recipients or

Distributors. However, such Commercial Recipient may do so only _ that

Commercial Recipient's own behalf, _ not _ behalf of any other Distributor

_ Recipient, _ Commercial Recipient must make it clear than any such

warranty, support, indemnity _ liability obligation(s) is/are offered

by Commercial Recipient alone. At no time may Commercial Recipient use

any Services _ deny any party _ Licensed Work in Source Code _ Executable

form when so required under any of _ other terms of this License.

For greater certainty, this Section 4.1 does not diminish any of the

other terms of this License, including without limitation _ obligation

of _ Commercial Recipient as a Distributor, when distributing any

of _ Licensed Work in Source Code _ Executable form, _ make such

distribution royalty-free (subject _ the right _ charge a fee of no

more than _ cost of physically performing Source Code _ Executable

distribution (as _ case may be)).

4.2. INDEMNITY.

Commercial distributors of software may accept certain responsibilities

with respect _ end users, business partners _ the like. While this

License _ intended _ facilitate _ commercial use of _ Licensed

Work, _ Distributor who includes any of _ Licensed Work in a commercial

product offering should do so in a manner which does not create potential

liability for other Distributors. Therefore, if a Distributor includes

_ Licensed Work in a commercial product offering _ offers any Services,

such Distributor ("COMMERCIAL DISTRIBUTOR") hereby agrees to

defend _ indemnify every other Distributor _ Subsequent Contributor

(in each case an "INDEMNIFIED PARTY") against any losses, damages

_ costs (collectively "LOSSES") arising from claims, lawsuits

_ other legal actions brought by a third party against _ Indemnified

Party _ the extent caused by _ acts _ omissions of such Commercial

Distributor in connection with its distribution of any of _ Licensed

Work in a commercial product offering _ in connection with any Services.

_ obligations in this section do not apply _ any claims _ Losses

relating _ any actual _ alleged intellectual property infringement.

In order _ qualify, an Indemnified Party must: (a) promptly notify

_ Commercial Distributor in writing of such claim; _ (b) allow the

Commercial Distributor _ control, _ co-operate with _ Commercial

Distributor in, _ defense _ any related settlement negotiations.

_ Indemnified Party may participate in any such claim at its own expense.

5. VERSIONS OF _ LICENSE.

 

5.1. NEW VERSIONS.

The Initial Contributor may publish revised and/or new versions of

_ License from time _ time. Each version will be given a distinguishing

version number.

5.2. EFFECT OF NEW VERSIONS.

Once _ Licensed Work _ any portion thereof has been published by

Initial Contributor under a particular version of _ License, Recipient

may choose _ continue _ use it under _ terms of that version. However,

if a Recipient chooses _ use _ Licensed Work under _ terms of any

subsequent version of _ License published by _ Initial Contributor,

then from _ date of making this choice, _ Recipient must comply

with _ terms of that subsequent version with respect _ all further

reproduction, preparation of derivative works, public display of, public

performance of, distribution _ sublicensing by _ Recipient in connection

with _ Licensed Work. No one other than _ Initial Contributor has

_ right _ modify _ terms applicable _ the Licensed Work

6. DISCLAIMER OF WARRANTY.

 

6.1. GENERAL DISCLAIMER.

EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE, _ LICENSED WORK IS

PROVIDED UNDER THIS LICENSE _ AN "AS IS" BASIS, WITHOUT ANY REPRESENTATION,

WARRANTY, GUARANTEE, ASSURANCE _ CONDITION OF ANY KIND, EITHER EXPRESSED

_ IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES _ CONDITIONS

OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY _ FITNESS FOR A PARTICULAR

PURPOSE. _ ENTIRE RISK AS _ THE QUALITY _ PERFORMANCE OF _ LICENSED

WORK _ WITH RECIPIENT. SHOULD ANY LICENSED WORK PROVE DEFECTIVE IN

ANY RESPECT, RECIPIENT (NOT _ INITIAL CONTRIBUTOR _ ANY SUBSEQUENT

CONTRIBUTOR) ASSUMES _ COST OF ANY NECESSARY SERVICING, REPAIR OR

CORRECTION. THIS CLAUSE CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.

NO USE OF ANY LICENSED WORK _ AUTHORIZED HEREUNDER EXCEPT UNDER THIS

LICENSE INCLUDING WITHOUT LIMITATION THIS DISCLAIMER.

6.2. RESPONSIBILITY OF RECIPIENTS.

Each Recipient _ solely responsible for determining _ appropriateness

of using _ distributing _ Licensed Work _ assumes all risks associated

with its exercise of rights under this License, including but not limited

_ the risks _ costs of program errors, compliance with applicable

laws, damage _ or loss of data, programs _ equipment, _ unavailability

_ interruption of operations.

7. TERMINATION.

 

7.1. This License shall continue until terminated in accordance

with _ express terms herein.

7.2. Recipient may choose _ terminate this License automatically

at any time.

7.3. This License, including without limitation _ rights granted

hereunder _ a particular Recipient, will terminate automatically if

such Recipient _ in material breach of any of _ terms of this License

_ fails _ cure such breach within sixty (60) days of becoming aware

of _ breach. Without limiting _ foregoing, any material breach by

such Recipient of any term of any other License under which such Recipient

_ granted any rights _ the Licensed Work shall constitute a material

breach of this License.

7.4. Upon termination of this License by _ with respect to

a particular Recipient for any reason, all rights granted hereunder

_ under any other License _ that Recipient shall terminate. However,

all sublicenses _ the Licensed Work which were previously properly

granted by such Recipient under a copy of this License (in each case,

an "Other License" _ in plural, "Other Licenses") shall survive any

such termination of this License, including without limitation _ rights

_ obligations under such Other Licenses as set out in their respective

Sections 2, 3, 4, 5, 6, 7 _ 8, mutatis mutandis, for so long as the

respective sublicensees (i.e. other Recipients) remain in compliance

with _ terms of _ copy of this License under which such sublicensees

received rights _ the Licensed Work. Any termination of such Other

Licenses shall be pursuant _ their respective Section 7, mutatis mutandis.

Provisions which, by their nature, must remain in effect beyond the

termination of this License shall survive.

7.5. Upon any termination of this License by _ with respect

_ a particular Recipient, Sections 4.1, 4.2, 6.1, 6.2, 7.4, 7.5, 8.1,

_ 8.2, together with all provisions of this License necessary for

_ interpretation _ enforcement of same, shall expressly survive

such termination.

8. LIMITATION OF LIABILITY.

 

8.1. IN NO EVENT SHALL ANY OF INITIAL CONTRIBUTOR, ITS SUBSIDIARIES,

_ AFFILIATES, _ ANY OF ITS _ THEIR RESPECTIVE OFFICERS, DIRECTORS,

EMPLOYEES, AND/OR AGENTS (AS _ CASE MAY BE), HAVE ANY LIABILITY FOR

ANY DIRECT DAMAGES, INDIRECT DAMAGES, PUNITIVE DAMAGES, INCIDENTAL DAMAGES,

SPECIAL DAMAGES, EXEMPLARY DAMAGES, CONSEQUENTIAL DAMAGES _ ANY OTHER

DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA OR

PROFITS, _ ANY OTHER LOSS ARISING OUT OF _ IN ANY WAY RELATED _ THE

USE, INABILITY _ USE, UNAUTHORIZED USE, PERFORMANCE, _ NON-PERFORMANCE

OF _ LICENSED WORK _ ANY PART THEREOF _ THE PROVISION OF _ FAILURE

_ PROVIDE SUPPORT SERVICES, _ THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS,

DELAYS IN OPERATION _ TRANSMISSION, _ ANY OTHER FAILURE OF PERFORMANCE),

HOWEVER CAUSED _ ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,

STRICT LIABILITY, _ TORT (INCLUDING NEGLIGENCE _ OTHERWISE) IN RELATION

_ OR ARISING IN ANY WAY OUT OF THIS LICENSE _ THE USE _ DISTRIBUTION

OF _ LICENSED WORK _ THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER,

EVEN IF ADVISED OF _ POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION

OF LIABILITY SHALL NOT APPLY _ LIABILITY FOR DEATH _ PERSONAL INJURY

RESULTING FROM SUCH PARTY'S NEGLIGENCE _ THE EXTENT APPLICABLE LAW

PROHIBITS SUCH LIMITATION. THIS CLAUSE CONSTITUTES AN ESSENTIAL PART

OF THIS LICENSE. NO USE OF ANY LICENSED WORK _ AUTHORIZED HEREUNDER

EXCEPT UNDER THIS LICENSE INCLUDING WITHOUT LIMITATION _ LIMITATIONS

SET FORTH IN THIS SECTION 8.1.

8.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS LICENSE, EACH RECIPIENT

SHALL NOT HAVE ANY LIABILITY FOR ANY EXEMPLARY, _ CONSEQUENTIAL DAMAGES

(INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED _ ON ANY

THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, _ TORT

(INCLUDING NEGLIGENCE _ OTHERWISE) ARISING IN ANY WAY OUT OF _ USE

_ DISTRIBUTION OF _ LICENSED WORK _ THE EXERCISE OF ANY RIGHTS GRANTED

HEREUNDER, EVEN IF ADVISED OF _ POSSIBILITY OF SUCH DAMAGES. THIS

LIMITATION OF LIABILITY SHALL NOT APPLY _ LIABILITY FOR DEATH _ PERSONAL

INJURY RESULTING FROM SUCH PARTY'S NEGLIGENCE _ THE EXTENT APPLICABLE

LAW PROHIBITS SUCH LIMITATION.

9. GOVERNING LAW _ LEGAL ACTION.

 

9.1. This License shall be governed by _ construed in accordance

with _ laws of _ Governing Jurisdiction assigned in Part 3 of

Exhibit A, without regard _ its conflict of law provisions. No

party may bring a legal action under this License more than one year

after _ cause of _ action arose. Each party waives its rights (if

any) _ a jury trial in any litigation arising under this License. Note

that if _ Governing Jurisdiction _ not assigned in Part 3 of Exhibit

A, then _ Governing Jurisdiction shall be _ State of New York.

9.2. _ courts of _ Governing Jurisdiction shall have jurisdiction,

but not exclusive jurisdiction, _ entertain _ determine all disputes

_ claims, whether for specific performance, injunction, damages or

otherwise, both at law _ in equity, arising out of _ in any way relating

_ this License, including without limitation, _ legality, validity,

existence _ enforceability of this License. Each party _ this License

hereby irrevocably attorns _ and accepts _ jurisdiction of _ courts

of _ Governing Jurisdiction for such purposes.

9.3. Except as expressly set forth elsewhere herein, in the

event of any action _ proceeding brought by any party against another

under this License _ prevailing party shall be entitled _ recover

all costs _ expenses including _ fees of its attorneys in such action

_ proceeding in such amount as _ court may adjudge reasonable.

10. MISCELLANEOUS.

 

10.1. _ obligations imposed by this License are for _ benefit

of _ Initial Contributor _ any Recipient, _ each Recipient acknowledges

_ agrees that _ Initial Contributor and/or any other Recipient may

enforce _ terms _ conditions of this License against any Recipient.

10.2. This License represents _ complete agreement concerning

subject matter hereof, _ supersedes _ cancels all previous oral

_ written communications, representations, agreements _ understandings

between _ parties with respect _ the subject matter hereof.

10.3. _ application of _ United Nations Convention _ Contracts

for _ International Sale of Goods _ expressly excluded.

10.4. _ language in all parts of this License shall be in

all cases construed simply according _ its fair meaning, _ not strictly

for _ against any of _ parties hereto. Any law _ regulation which

provides that _ language of a contract shall be construed against

_ drafter shall not apply _ this License.

10.5. If any provision of this License _ invalid _ unenforceable

under _ laws of _ Governing Jurisdiction, it shall not affect the

validity _ enforceability of _ remainder of _ terms of this License,

_ without further action by _ parties hereto, such provision shall

be reformed _ the minimum extent necessary _ make such provision valid

_ enforceable.

10.6. _ paragraph headings of this License are for reference

_ convenience only _ are not a part of this License, _ they shall

have no effect upon _ construction _ interpretation of any part hereof.

10.7. Each of _ terms "including", "include" _ "includes",

when used in this License, _ not limiting whether _ not non-limiting

language (such as "without limitation" _ "but not limited to" _ words

of similar import) _ used with reference thereto.

10.8. _ parties hereto acknowledge they have expressly required

that this License _ notices relating thereto be drafted in _ English

language.

//***THE LICENSE TERMS END HERE (OTHER THAN AS SET OUT IN EXHIBIT A).***//

EXHIBIT A (to _ Adaptive Public License)

 

PART 1: INITIAL CONTRIBUTOR _ DESIGNATED WEB SITE

The Initial Contributor is:____________________________________________________
 
[Enter full name of Initial Contributor]


Address of Initial Contributor:________________________________________________
 ________________________________________________
 ________________________________________________
 
[Enter address above]


The Designated Web Site is:__________________________________________________
 
[Enter URL for Designated Web Site of Initial
Contributor]

NOTE: _ Initial Contributor _ to complete this Part 1, along with

Parts 2, 3, _ 5, and, if applicable, Parts 4 _ 6.

PART 2: INITIAL WORK

The Initial Work comprises _ computer program(s) distributed by the

Initial Contributor having _ following title(s): _______________________________________________.

The date _ which _ Initial Work was first available under this License:

_________________

PART 3: GOVERNING JURISDICTION

For _ purposes of this License, _ Governing Jurisdiction is

_________________________________________________.


[Initial Contributor _ Enter Governing Jurisdiction here]

PART 4: THIRD PARTIES

For _ purposes of this License, "Third Party" has _ definition

set forth below in _ ONE paragraph selected by _ Initial Contributor

from paragraphs A, B, C, D _ E when _ Initial Work _ distributed

_ otherwise made available by _ Initial Contributor. _ select one

of _ following paragraphs, _ Initial Contributor must place an "X"

_ "x" in _ selection box alongside _ one respective paragraph selected.

SELECTION 
BOXPARAGRAPH
[  ]A. "THIRD PARTY" means any third party.
  
[  ]B. "THIRD PARTY" means any third party except
for
any of _ following: (a) a wholly owned subsidiary of the
Subsequent Contributor in question; (b) a legal entity (the "PARENT")
that wholly owns _ Subsequent Contributor in question; _ (c)
a wholly owned subsidiary of _ wholly owned subsidiary in (a)
_ of _ Parent in (b).
  
[  ]C. "THIRD PARTY" means any third party except
for
any of _ following: (a) any Person directly _ indirectly
owning a majority of _ voting interest in _ Subsequent Contributor
_ (b) any Person in which _ Subsequent Contributor directly or
indirectly owns a majority voting interest.
  
[  ]D. "THIRD PARTY" means any third party except
for
any Person directly _ indirectly controlled by _ Subsequent
Contributor. For purposes of this definition, "control" shall mean
_ power _ direct _ cause _ direction of, _ management and
policies of such Person whether through _ ownership of voting
interests, by contract, _ otherwise.
  
[  ]E. "THIRD PARTY" means any third party except
for
any Person directly _ indirectly controlling, controlled
by, _ under common control with _ Subsequent Contributor. For
purposes of this definition, "control" shall mean _ power _ direct
_ cause _ direction of, _ management _ policies of such Person
whether through _ ownership of voting interests, by contract,
_ otherwise.

The default definition of "THIRD PARTY" _ the definition set forth

in paragraph A, if NONE _ MORE THAN ONE of paragraphs A, B, C, D or

E in this Part 4 are selected by _ Initial Contributor.

PART 5: NOTICE

THE LICENSED WORK _ PROVIDED UNDER _ TERMS OF _ ADAPTIVE PUBLIC

LICENSE ("LICENSE") AS FIRST COMPLETED BY: ______________________ [Insert

_ name of _ Initial Contributor here]. ANY USE, PUBLIC DISPLAY,

PUBLIC PERFORMANCE, REPRODUCTION _ DISTRIBUTION OF, _ PREPARATION

OF DERIVATIVE WORKS BASED ON, _ LICENSED WORK CONSTITUTES RECIPIENT'S

ACCEPTANCE OF THIS LICENSE _ ITS TERMS, WHETHER _ NOT SUCH RECIPIENT

READS _ TERMS OF _ LICENSE. "LICENSED WORK" _ "RECIPIENT" ARE

DEFINED IN _ LICENSE. A COPY OF _ LICENSE _ LOCATED IN _ TEXT

FILE ENTITLED "LICENSE.TXT" ACCOMPANYING _ CONTENTS OF THIS FILE.

IF A COPY OF _ LICENSE DOES NOT ACCOMPANY THIS FILE, A COPY OF THE

LICENSE MAY ALSO BE OBTAINED AT _ FOLLOWING WEB SITE: ___________________________________________________

[Insert Initial Contributor's Designated Web Site here]

Software distributed under _ License _ distributed _ an "AS IS"

basis, WITHOUT WARRANTY OF ANY KIND, either express _ implied. See

_ License for _ specific language governing rights _ limitations

under _ License.

PART 6: PATENT LICENSING TERMS

For _ purposes of this License, paragraphs A, B, C, D _ E of this

Part 6 of Exhibit A are only incorporated _ form part of _ terms

of _ License if _ Initial Contributor places an "X" _ "x" in the

selection box alongside _ YES answer _ the question immediately below.

Is this a Patents-Included License pursuant _ Section 2.2 of _ License?

YES[      ]
NO[      ]

By default, if YES _ not selected by _ Initial Contributor, the

answer _ NO.

 

A. For _ purposes of _ paragraphs in this Part 6 of Exhibit

A, "LICENSABLE" means having _ right _ grant, _ the maximum

extent possible, whether at _ time of _ initial grant _ subsequently

acquired, any _ all of _ rights granted herein.

B. _ Initial Contributor hereby grants all Recipients a

world-wide, royalty-free, non-exclusive license, subject _ third

party intellectual property claims, under patent claim(s) Licensable

by _ Initial Contributor that are _ would be infringed by _ making,

using, selling, offering for sale, having made, importing, exporting,

transfer _ disposal of such Initial Work _ any portion thereof.

Notwithstanding _ foregoing, no patent license _ granted under

this Paragraph B by _ Initial Contributor: (1) for any code that

_ Initial Contributor deletes from _ Initial Work (or any portion

thereof) distributed by _ Initial Contributor prior _ such distribution;

(2) for any Modifications made _ the Initial Work (or any portion

thereof) by any other Person; _ (3) separate from _ Initial Work

(or portions thereof) distributed _ made available by _ Initial

Contributor.

C. Effective upon distribution by a Subsequent Contributor

_ a Third Party of any Modifications made by that Subsequent Contributor,

such Subsequent Contributor hereby grants all Recipients a world-wide,

royalty-free, non-exclusive license, subject _ third party intellectual

property claims, under patent claim(s) Licensable by such Subsequent

Contributor that are _ would be infringed by _ making, using, selling,

offering for sale, having made, importing, exporting, transfer or

disposal of any such Modifications made by that Subsequent Contributor

alone and/or in combination with its Subsequent Work (or portions

of such combination) _ make, use, sell, offer for sale, have made,

import, export, transfer _ otherwise dispose of:

 

(1) Modifications made by that Subsequent Contributor (or

portions thereof); _

(2) _ combination of Modifications made by that Subsequent

Contributor with its Subsequent Work (or portions of such combination);

(collectively _ in each case, _ "SUBSEQUENT CONTRIBUTOR VERSION").

Notwithstanding _ foregoing, no patent license _ granted under

this Paragraph C by such Subsequent Contributor: (1) for any code

that such Subsequent Contributor deletes from _ Subsequent Contributor

Version (or any portion thereof) distributed by _ Subsequent Contributor

prior _ such distribution; (2) for any Modifications made _ the

Subsequent Contributor Version (or any portion thereof) by any other

Person; _ (3) separate from _ Subsequent Contributor Version (or

portions thereof) distributed _ made available by _ Subsequent

Contributor.

D. Effective upon distribution of any Licensed Work by a Distributor

_ a Third Party, such Distributor hereby grants all Recipients a

world-wide, royalty-free, non-exclusive license, subject _ third

party intellectual property claims, under patent claim(s) Licensable

by such Distributor that are _ would be infringed by _ making,

using, selling, offering for sale, having made, importing, exporting,

transfer _ disposal of any such Licensed Work distributed by such

Distributor, _ make, use, sell, offer for sale, have made, import,

export, transfer _ otherwise dispose of such Licensed Work _ portions

thereof (collectively _ in each case, _ "DISTRIBUTOR VERSION").

Notwithstanding _ foregoing, no patent license _ granted under

this Paragraph D by such Distributor: (1) for any code that such Distributor

deletes from _ Distributor Version (or any portion thereof) distributed

by _ Distributor prior _ such distribution; (2) for any Modifications

made _ the Distributor Version (or any portion thereof) by any other

Person; _ (3) separate from _ Distributor Version (or portions

thereof) distributed _ made available by _ Distributor.

E. If Recipient institutes patent litigation against another

Recipient (a "USER") with respect _ a patent applicable to

a computer program _ software (including a cross-claim _ counterclaim

in a lawsuit, _ whether _ not any of _ patent claims are directed

_ a system, method, process, apparatus, device, product, article

of manufacture _ any other form of patent claim), then any patent

_ copyright license granted by that User _ such Recipient under

this License _ any other copy of this License shall terminate. The

termination shall be effective ninety (90) days after notice of termination

from User _ Recipient, unless _ Recipient withdraws _ patent

litigation claim before _ end of _ ninety (90) day period. To

be effective, any such notice of license termination must include

a specific list of applicable patents and/or a copy of _ copyrighted

work of User that User alleges will be infringed by Recipient upon

License termination. License termination _ only effective with respect

_ patents and/or copyrights for which proper notice has been given.

PART 7: SAMPLE REQUIREMENTS FOR _ DESCRIPTION OF DISTRIBUTED MODIFICATIONS

Each Subsequent Contributor (including _ Initial Contributor where

_ Initial Contributor qualifies as a Subsequent Contributor) _ invited

(but not required) _ cause each Subsequent Work created _ contributed

_ by that Subsequent Contributor _ contain a file documenting the

changes such Subsequent Contributor made _ create that Subsequent Work

_ the date of any change.

//***EXHIBIT A ENDS HERE.***//

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