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ADAPTIVE PUBLIC LICENSE

Version 1.0

THE LICENSED WORK IS PROVIDED UNDER THE TERMS OF THIS ADAPTIVE

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

DISTRIBUTION OF THE LICENSED WORK CONSTITUTES RECIPIENT'S ACCEPTANCE OF

THIS LICENSE AND ITS TERMS, WHETHER OR NOT SUCH RECIPIENT READS THE TERMS

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

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

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

to determine your rights and obligations under this License. You must

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

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

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

this License to determine the specific adaptive features applicable to

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

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

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

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

A.

1. DEFINITIONS.

1.1. "CONTRIBUTION" means:

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

under this License by the Initial Contributor; and

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

originating from and distributed by such Subsequent Contributor.

1.2. "DESIGNATED WEB SITE" means

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

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

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

days.

1.3. "DISTRIBUTOR" means any Person

that distributes the Licensed Work or any portion thereof to at least

one Third Party.

1.4. "ELECTRONIC DISTRIBUTION MECHANISM"

means any mechanism generally accepted in the software development community

for the electronic transfer of data.

1.5. "EXECUTABLE" means the Licensed

Work in any form other than Source Code.

1.6. "GOVERNING JURISDICTION" means

the state, province or other legal jurisdiction identified in Part

3 of Exhibit A.

1.7. "INDEPENDENT MODULE" means a

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

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

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

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

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

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

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

containing files making up the Licensed Work.

1.8. "INITIAL CONTRIBUTOR" means

the Person or entity identified as the Initial Contributor in the notice

required by Part 1 of Exhibit A.

1.9. "INITIAL WORK" means the initial

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

program identified in Part 2 of Exhibit A, as such

Source Code, object code and documentation is distributed under this

License by the Initial Contributor.

1.10. "LARGER WORK" means a work

that combines the Licensed Work or portions thereof with code not governed

by this License.

1.11. "LICENSED WORK" means the Initial

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

1.12. "LICENSE NOTICE" has the meaning

assigned in Part 5 of Exhibit A.

1.13. "MODIFICATION" or "MODIFICATIONS"

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

1.14. "PERSON" means an individual

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

body.

1.15. "RECIPIENT" means any Person

who receives or obtains the Licensed Work under this License (by way

of example, without limiting the foregoing, any Subsequent Contributor

or Distributor).

1.16. "SOURCE CODE" means the source

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

and components of the computer program, plus any associated interface

definition files, and scripts used to control compilation and installation

of an executable.

1.17. "SUBSEQUENT CONTRIBUTOR" means

any Person that makes or contributes to the making of any Subsequent

Work and that distributes that Subsequent Work to at least one Third

Party.

1.18. "SUBSEQUENT WORK" means a work

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

(a) the Initial Work;

(b) any other Subsequent Work; or

(c) to any combination of the Initial Work and 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

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

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

a contractor or other entity that is engaged by or under the direction

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

Work expressly excludes and shall not capture within its meaning any

Independent Module.

1.19. "SUPPLEMENT FILE" means a file

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

1.20. "THIRD PARTY" has the meaning

assigned in Part 4 of Exhibit A.

2. LICENSE.

2.1. COPYRIGHT LICENSE FROM INITIAL AND SUBSEQUENT CONTRIBUTORS.

(a) Subject to the terms of this License, the 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 and sublicense the Initial Work; and

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

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

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

on an unmodified basis, or as part of a Larger Work.

(b) Subject to 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 and sublicense the Subsequent Work

of such Subsequent Contributor; and

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

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

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

on an unmodified basis, or as part of a Larger Work.

2.2. PATENT LICENSE FROM INITIAL AND SUBSEQUENT CONTRIBUTORS.

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

whatsoever from the Initial Contributor, Subsequent Contributor, or

any Distributor unless, at the time the Initial Work is first distributed

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

Contributor has selected pursuant to Part 6 of Exhibit A

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

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

and any other Subsequent Work is made available under the License

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

(b) However, the Initial Contributor may subsequently distribute

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

Work; or (2) any Licensed Work distributed by the Initial Contributor

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

Modification made by the Initial Contributor; available under a License

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

by selecting pursuant to Part 6 of Exhibit A the

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

Exhibit A, when the Initial Contributor distributes or makes

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

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

of the Initial Work or any other portion of the Licensed Work under

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

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

E from Part 6 of Exhibit A and that Recipient shall

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

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

the Initial Work or any other portion of the Licensed Work under a

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

have no patent license with respect to such copies received under

the Patents-Excluded License and availability and distribution of

such copies, including Modifications made by such Recipient to such

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

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

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

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

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

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

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

available or distributes the combination (as the case may be), be

subject to only the terms of the License having the Patents-Included

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

E from Part 6 of Exhibit A.

2.3. ACKNOWLEDGEMENT AND DISCLAIMER.

Recipient understands and agrees that although Initial Contributor

and each Subsequent Contributor grants the licenses to its Contributions

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

is provided by any Initial Contributor, Subsequent Contributor, or Distributor

that the Licensed Work does not infringe the patent or other intellectual

property rights of any other entity. Initial Contributor, Subsequent

Contributor, and each Distributor disclaims any liability to Recipient

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

property rights or otherwise, in relation to the Licensed Works. As

a condition to exercising the rights and licenses granted hereunder,

each Recipient hereby assumes sole responsibility to secure any other

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

the foregoing disclaimers, if a third party patent license is required

to allow Recipient to distribute the Licensed Work, it is Recipient's

responsibility to acquire that license before distributing the Licensed

Work.

2.4. RESERVATION.

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

copyrights, patents, trade secrets or any other intellectual property

of Initial Contributor, Subsequent Contributor, or 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 to the public via an Electronic Distribution

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

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

after the creation of the Subsequent Work and no later than sixty

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

Subsequent Work.

(b) All Distributors must distribute the Licensed Work in

accordance with the terms of the License, and must include a copy

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

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

In particular, this License must be prominently distributed with the

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

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

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

that the License Notice is reasonably brought to the attention

of any party using the Licensed Work.

3.2. EXECUTABLE DISTRIBUTIONS OF THE LICENSED WORK.

A Distributor may choose to distribute the Licensed Work, or any portion

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

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

the Executable Distribution is made available under and accompanied

by a copy of this License, AND provided at least

ONE of the following conditions is fulfilled:

(a) The Executable Distribution must be accompanied by the

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

and the Source Code must be distributed on the same media as the Executable

Distribution or using an Electronic Distribution Mechanism; or

(b) The Executable Distribution must be accompanied with a

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

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

than the cost of physically performing source distribution, a complete

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

up the Executable Distribution, to be available and distributed using

an Electronic Distribution Mechanism, and such Executable Distribution

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

Electronic Distribution Mechanism (or any replacement Electronic Distribution

Mechanism the particular Distributor may reasonably need to turn to

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

For greater certainty, the above-noted requirements apply to any Licensed

Work or portion thereof distributed to any third party in Executable

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

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

3.3. SOURCE CODE DISTRIBUTIONS.

When a Distributor makes the Licensed Work, or any portion thereof,

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

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

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

is conspicuously brought to the attention of that Person. For greater

clarification, this Section 3.3 applies to all distribution of the 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

the cost of physically performing source distribution.

3.4. REQUIRED NOTICES IN SOURCE CODE.

Each Subsequent Contributor must ensure that the notice set out in

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

Source Code for each Subsequent Work originating from that particular

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

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

Source Code file due to its structure, then the Subsequent Contributor

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

in which the file is stored) where a user would be likely to look for

such a notice.

3.5. NO DISTRIBUTION REQUIREMENTS FOR INTERNALLY USED MODIFICATIONS.

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

within its own corporation or organization use the Licensed Work, including

the Initial Work and Subsequent Works, and make Modifications for internal

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

"INTERNAL USE MODIFICATIONS"). The Recipient shall

have no obligation to distribute, in either Source Code or Executable

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

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

All Internal Use Modifications distributed to any Person, whether or

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

by the terms of this License. If the Recipient chooses to distribute

any such Internal Use Modifications to any Third Party, then the Recipient

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

Modifications distributed to any Third Party shall be deemed a Subsequent

Work originating from that Subsequent Contributor, and shall from the

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

be distributed and made available to third parties in accordance with

the terms of Sections 3.1 to 3.4 inclusive.

3.6. INDEPENDENT MODULES.

This License shall not apply to Independent Modules of any Initial

Contributor, Subsequent Contributor, Distributor or any Recipient, and

such Independent Modules may be licensed or made available under one

or more separate license agreements.

3.7. LARGER WORKS.

Any Distributor or Recipient may create or contribute to a Larger Work

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

the terms of this License, and may distribute the Larger Work as one

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

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

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

3.8. DESCRIPTION OF DISTRIBUTED MODIFICATIONS.

(a) Each Subsequent Contributor (including the Initial Contributor

where the Initial Contributor also qualifies as a Subsequent Contributor)

must cause each Subsequent Work created or contributed to by that

Subsequent Contributor to contain a file documenting the changes,

in accordance with the requirements of Part 1 of the Supplement

File, that such Subsequent Contributor made in the creation

or contribution to that Subsequent Work. If no Supplement File exists

or no requirements are set out in Part 1 of the Supplement

File, then there are no requirements for Subsequent Contributors

to document changes that they make resulting in Subsequent Works.

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

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

DESCRIPTION REQUIREMENTS") for documenting changes resulting

in Subsequent Works by revising Part 1 of each copy

of the Supplement File distributed by the Initial Contributor with

future copies of the 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 or any Subsequent Work under a copy of this License (in each

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

Requirements may choose, with respect to each such Earlier Licensed

Copy, to comply with the Earlier Description Requirements or the New

Description Requirements. Where a Recipient chooses to comply with

the 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 the New Description Requirements.

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

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

Contributors must document changes that they make to the Licensed

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

shall not be used to increase or reduce the scope of the license granted

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

the rights and obligations of any Recipient, and shall at no time

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

can be required to correct and change its documentation procedures

to comply with Part 1 of the Supplement File, but cannot be

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

binding on each Recipient of any Licensed Work to the extent Part

1 sets out the requirements for documenting changes to the Initial

Work or any Subsequent Work.

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

and contributions made by Subsequent Contributor is set out in Part

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

and is not binding on Recipients, unless (subject to the earlier paragraphs

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

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

the 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

to endorse or promote the Licensed Work or products derived from the

Licensed Work, without prior written permission.

3.10. LIMITED RECOGNITION OF INITIAL CONTRIBUTOR.

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

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

and effort invested in writing the Initial Work, the Initial Contributor

may include in Part 2 of the Supplement File a requirement

that each time an executable program resulting from the Initial Work

or any Subsequent Work, or a program dependent thereon, is launched

or run, a prominent display of the Initial Contributor's attribution

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

Attribution Information must be included at the beginning of each

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

specify in the Supplement File that the above attribution requirement

only applies to an executable program resulting from the Initial Work

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

is to provide for reasonably modest attribution, therefore the Initial

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

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

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

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

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

LIMITS").

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

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

no requirements for Recipients to display any Attribution Information

of the Initial Contributor.

(c) Each Recipient acknowledges that all trademarks, service

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

File distributed with the Licensed Work are the exclusive property

of the Initial Contributor and may only be used with the permission

of the Initial Contributor, or under circumstances otherwise permitted

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

3.11. For greater certainty, any description or attribution

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

the nature of the description or attribution requirements, as the case

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

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

contained herein shall be deemed void to that extent, and shall be of

no force or effect.

4. COMMERCIAL USE AND INDEMNITY.

4.1. COMMERCIAL SERVICES.

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

to charge a fee for, warranty, support, indemnity or liability obligations

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

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

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

or Recipient, and Commercial Recipient must make it clear than any such

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

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

any Services to deny any party the Licensed Work in Source Code or Executable

form when so required under any of the 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 the obligation

of the Commercial Recipient as a Distributor, when distributing any

of the Licensed Work in Source Code or Executable form, to make such

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

more than the cost of physically performing Source Code or Executable

distribution (as the case may be)).

4.2. INDEMNITY.

Commercial distributors of software may accept certain responsibilities

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

License is intended to facilitate the commercial use of the Licensed

Work, the Distributor who includes any of the 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

the Licensed Work in a commercial product offering or offers any Services,

such Distributor ("COMMERCIAL DISTRIBUTOR") hereby agrees to

defend and indemnify every other Distributor or Subsequent Contributor

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

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

and other legal actions brought by a third party against the Indemnified

Party to the extent caused by the acts or omissions of such Commercial

Distributor in connection with its distribution of any of the Licensed

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

The obligations in this section do not apply to any claims or Losses

relating to any actual or alleged intellectual property infringement.

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

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

Commercial Distributor to control, and co-operate with the Commercial

Distributor in, the defense and any related settlement negotiations.

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

5. VERSIONS OF THE LICENSE.

5.1. NEW VERSIONS.

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

the License from time to time. Each version will be given a distinguishing

version number.

5.2. EFFECT OF NEW VERSIONS.

Once the Licensed Work or any portion thereof has been published by

Initial Contributor under a particular version of the License, Recipient

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

if a Recipient chooses to use the Licensed Work under the terms of any

subsequent version of the License published by the Initial Contributor,

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

with the terms of that subsequent version with respect to all further

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

performance of, distribution and sublicensing by the Recipient in connection

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

the right to modify the terms applicable to the Licensed Work

6. DISCLAIMER OF WARRANTY.

6.1. GENERAL DISCLAIMER.

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

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

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

OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS

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

PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED

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

ANY RESPECT, RECIPIENT (NOT THE INITIAL CONTRIBUTOR OR ANY SUBSEQUENT

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

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

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

LICENSE INCLUDING WITHOUT LIMITATION THIS DISCLAIMER.

6.2. RESPONSIBILITY OF RECIPIENTS.

Each Recipient is solely responsible for determining the appropriateness

of using and distributing the Licensed Work and assumes all risks associated

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

to the risks and costs of program errors, compliance with applicable

laws, damage to or loss of data, programs or equipment, and unavailability

or interruption of operations.

7. TERMINATION.

7.1. This License shall continue until terminated in accordance

with the express terms herein.

7.2. Recipient may choose to terminate this License automatically

at any time.

7.3. This License, including without limitation the rights granted

hereunder to a particular Recipient, will terminate automatically if

such Recipient is in material breach of any of the terms of this License

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

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

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

is granted any rights to the Licensed Work shall constitute a material

breach of this License.

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

a particular Recipient for any reason, all rights granted hereunder

and under any other License to that Recipient shall terminate. However,

all sublicenses to the Licensed Work which were previously properly

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

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

such termination of this License, including without limitation the rights

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

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

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

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

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

Licenses shall be pursuant to 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 or with respect

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

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

the interpretation and enforcement of same, shall expressly survive

such termination.

8. LIMITATION OF LIABILITY.

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

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

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

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

SPECIAL DAMAGES, EXEMPLARY DAMAGES, CONSEQUENTIAL DAMAGES OR ANY OTHER

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

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

USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE, OR NON-PERFORMANCE

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

TO PROVIDE SUPPORT SERVICES, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS,

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

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

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

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

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

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

OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY

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

PROHIBITS SUCH LIMITATION. THIS CLAUSE CONSTITUTES AN ESSENTIAL PART

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

EXCEPT UNDER THIS LICENSE INCLUDING WITHOUT LIMITATION THE 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, OR CONSEQUENTIAL DAMAGES

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

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

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

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

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

LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL

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

LAW PROHIBITS SUCH LIMITATION.

9. GOVERNING LAW AND LEGAL ACTION.

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

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

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

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

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

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

that if the Governing Jurisdiction is not assigned in Part 3 of Exhibit

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

9.2. The courts of the Governing Jurisdiction shall have jurisdiction,

but not exclusive jurisdiction, to entertain and determine all disputes

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

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

to this License, including without limitation, the legality, validity,

existence and enforceability of this License. Each party to this License

hereby irrevocably attorns to and accepts the jurisdiction of the courts

of the Governing Jurisdiction for such purposes.

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

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

under this License the prevailing party shall be entitled to recover

all costs and expenses including the fees of its attorneys in such action

or proceeding in such amount as the court may adjudge reasonable.

10. MISCELLANEOUS.

10.1. The obligations imposed by this License are for the benefit

of the Initial Contributor and any Recipient, and each Recipient acknowledges

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

enforce the terms and conditions of this License against any Recipient.

10.2. This License represents the complete agreement concerning

subject matter hereof, and supersedes and cancels all previous oral

and written communications, representations, agreements and understandings

between the parties with respect to the subject matter hereof.

10.3. The application of the United Nations Convention on Contracts

for the International Sale of Goods is expressly excluded.

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

all cases construed simply according to its fair meaning, and not strictly

for or against any of the parties hereto. Any law or regulation which

provides that the language of a contract shall be construed against

the drafter shall not apply to this License.

10.5. If any provision of this License is invalid or unenforceable

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

validity or enforceability of the remainder of the terms of this License,

and without further action by the parties hereto, such provision shall

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

and enforceable.

10.6. The paragraph headings of this License are for reference

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

have no effect upon the construction or interpretation of any part hereof.

10.7. Each of the terms "including", "include" and "includes",

when used in this License, is not limiting whether or not non-limiting

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

of similar import) is used with reference thereto.

10.8. The parties hereto acknowledge they have expressly required

that this License and notices relating thereto be drafted in the English

language.

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

EXHIBIT A (to the Adaptive Public License)

PART 1: INITIAL CONTRIBUTOR AND 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: The Initial Contributor is to complete this Part 1, along with

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

PART 2: INITIAL WORK

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

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

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

_________________

PART 3: GOVERNING JURISDICTION

For the purposes of this License, the Governing Jurisdiction is

_________________________________________________.


[Initial Contributor to Enter Governing Jurisdiction here]

PART 4: THIRD PARTIES

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

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

from paragraphs A, B, C, D and E when the Initial Work is distributed

or otherwise made available by the Initial Contributor. To select one

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

or "x" in the selection box alongside the one respective paragraph selected.

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

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

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

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

PART 5: NOTICE

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

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

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

PUBLIC PERFORMANCE, REPRODUCTION OR DISTRIBUTION OF, OR PREPARATION

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

ACCEPTANCE OF THIS LICENSE AND ITS TERMS, WHETHER OR NOT SUCH RECIPIENT

READS THE TERMS OF THE LICENSE. "LICENSED WORK" AND "RECIPIENT" ARE

DEFINED IN THE LICENSE. A COPY OF THE LICENSE IS LOCATED IN THE TEXT

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

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

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

[Insert Initial Contributor's Designated Web Site here]

Software distributed under the License is distributed on an "AS IS"

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

the License for the specific language governing rights and limitations

under the License.

PART 6: PATENT LICENSING TERMS

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

Part 6 of Exhibit A are only incorporated and form part of the terms

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

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

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

YES [      ]
NO [      ]

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

answer is NO.

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

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

extent possible, whether at the time of the initial grant or subsequently

acquired, any and all of the rights granted herein.

B. The Initial Contributor hereby grants all Recipients a

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

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

by the Initial Contributor that are or would be infringed by the making,

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

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

Notwithstanding the foregoing, no patent license is granted under

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

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

thereof) distributed by the Initial Contributor prior to such distribution;

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

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

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

Contributor.

C. Effective upon distribution by a Subsequent Contributor

to 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 to third party intellectual

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

Contributor that are or would be infringed by the 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) to make, use, sell, offer for sale, have made,

import, export, transfer and otherwise dispose of:

(1) Modifications made by that Subsequent Contributor (or

portions thereof); and

(2) the combination of Modifications made by that Subsequent

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

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

Notwithstanding the foregoing, no patent license is granted under

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

that such Subsequent Contributor deletes from the Subsequent Contributor

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

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

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

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

portions thereof) distributed or made available by the Subsequent

Contributor.

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

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

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

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

by such Distributor that are or would be infringed by the making,

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

transfer or disposal of any such Licensed Work distributed by such

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

export, transfer and otherwise dispose of such Licensed Work or portions

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

Notwithstanding the foregoing, no patent license is granted under

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

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

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

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

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

thereof) distributed or made available by the Distributor.

E. If Recipient institutes patent litigation against another

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

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

in a lawsuit, and whether or not any of the patent claims are directed

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

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

or copyright license granted by that User to such Recipient under

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

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

from User to Recipient, unless the Recipient withdraws the patent

litigation claim before the end of the 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 the copyrighted

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

License termination. License termination is only effective with respect

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

PART 7: SAMPLE REQUIREMENTS FOR THE DESCRIPTION OF DISTRIBUTED MODIFICATIONS

Each Subsequent Contributor (including the Initial Contributor where

the Initial Contributor qualifies as a Subsequent Contributor) is invited

(but not required) to cause each Subsequent Work created or contributed

to by that Subsequent Contributor to contain a file documenting the

changes such Subsequent Contributor made to create that Subsequent Work

and the date of any change.

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

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