WHEREAS OpenSS7 Corporation ("OpenSS7"), a Texas
corporation, has developed and is in the process of developing the OpenSS7 Project and associated documentation, (the
"Programs").
WHEREAS OpenSS7 desires to make the aforementioned Programs
available subject to all terms and conditions of this license agreement, and
WHEREAS whosoever accepts a copy of the Programs agrees to the
terms and conditions herein and will be referred to hereafter as (the "Licensee"),
NOW THEREFORE OpenSS7 as the owner of the copyright on and holder
of the right to license the Programs grants the Licensee the right to use and possess the Programs subject to the
following terms and conditions: OpenSS7 grants the Licensee a license as follows:
1. GRANT. In consideration of Licensee's payment of the required
fee as negotiated between the parties and Licensee's agreement to abide by the terms and conditions of this license,
OpenSS7 grants Licensee a nonexclusive, nontransferable license for the Programs, subject to all of the following terms
and conditions. This license permits Licensee to:
(1) use the Programs;
(2) make copies of the Programs for backup purposes;
(3) modify the Programs for porting or to incorporate the Programs into other programs ("Derived
Works") for Licensee's personal or internal use;
(4) correct errors in the Programs ("Error Corrections");
(5) distribute the Programs, Derived Works and Error Corrections within the Licensee's
organization;
(6) use, copy, modify, distribute, sell the Programs or Derived Works subject to the copy limitations
negotiated between parties.
2. LIMITATIONS ON LICENSE. This License applies to all OpenSS7
Project Programs made available under this License during the term of the License. Licensee may only use, copy, modify
and distribute the Programs as expressly provided for in this Agreement. No part of the Programs may be incorporated
into any program, other product or any service which is sold, or for which revenue is received, until a license is
negotiated.
(1) Licensee must reproduce and include OpenSS7 copyright notices on any copy of the Programs and their
associated documentation. The Programs, if modified, must carry prominent notices stating that changes have been made,
and the dates of any such changes.
(2) Licensee must reproduce without alteration OpenSS7 copyright and other proprietary notices in the
Programs, Derived Works and Error Corrections. The OpenSS7 copyright and other proprietary notices must appear
prominently in Licensee's Modifications and, in all cases, in the same file as all Licensee's copyright and other
proprietary notices.
(3) Modifications made by Licensee are covered by the terms and conditions of this license, and Licensee
expressly agrees that use and distribution, in whole or in part, of Licensee's Modifications shall only be performed in
accordance with and subject to the terms and conditions of this License.
(4) The Licensee may provide Error Corrections and improvements to OpenSS7 ("Contributed Code")
at anytime, in Licensee's discretion.
(5) Licensee acknowledges that Programs, Derived Works, Error Corrections and Contributed Code
("Covered Code") are neither designed nor intended for use in the design, construction, operation or
maintenance of any hazardous, life threatening or life supporting service or facility.
(6) Licensee will not assert any intellectual property rights that Licensee may have covering the Covered
Code which would necessarily be infringed by the use, modification, distribution or sale of the Covered
Code.
(7) Licensee agrees to treat all Programs not publicly released as confidential information of OpenSS7.
The Programs will not be provided by Licensee to any third party as Source Code. Licensee will establish appropriate
procedures to prevent the disclosure of the Source Code for the Programs.
(8) OpenSS7 reserves the right to release any, or all, or a portion of the Programs and Contributed Code
covered under this License under alternate licenses including, but not limited to, the GNU Public License at OpenSS7's
discretion.
(9) An express condition of this license is that OpenSS7 shall retain ownership of, and title, to the
Programs. This License shall not be construed as a sale of the original Programs or any subsequent copy.
(10) All rights not expressly granted herein are reserved to OpenSS7.
3. NO OPENSS7 OBLIGATION. The mechanisms implemented by the
Programs have inherent limitations, and Licensee shall determine that the Programs sufficiently meets Licensee's
requirements. Licensee is solely liable for all costs and expenses incurred in connection with the distribution of the
Programs or any Application Program derived therefrom, and OpenSS7 shall have no liability, obligation or responsibility
therefor. Although a web site and developer's mailing list is available, OpenSS7 shall have no obligation to provide
maintenance, support, upgrades, or new releases to Licensee.
4. NO WARRANTY OF PERFORMANCE. The Programs are licensed "as is" without
warranty as to their performance, merchantability, or fitness for any particular purpose. The entire risk as to the
results and performance of the Programs is assumed by Licensee. Should the Programs prove defective, Licensee shall
assume the entire cost of all necessary servicing, repair, or correction.
COVERED CODE IS PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COVERED CODE IS FREE OF
DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE
OF THE COVERED CODE DOCUMENTATION IS WITH LICENSEE. SHOULD ANY COVERED CODE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE
(NOT OPENSS7 OR ANY OTHER CONTRIBUTOR) ASSUMES THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS
DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COVERED CODE IS AUTHORIZED
HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
5. LIMITATION OF LIABILITY. OpenSS7 shall not be liable to
Licensee or to any other person for any direct, indirect, special, incidental, consequential, or punitive damages, even
if OpenSS7 has been advised of the possibility of such damages. Licensee hereby indemnifies OpenSS7 against any such
liability.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING
NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL THE LICENSEE, THE INITIAL DEVELOPER, ANY CONTRIBUTOR, OR ANY DISTRIBUTOR OF
COVERED CODE, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH P ARTY SHALL HAVE BEEN
INFORMED 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. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND
LIMITATION MAY NOT APPLY TO YOU.
6. PROPRIETARY RIGHTS. OpenSS7 believes that it is the sole
author of the Programs and represents that, to the best of its knowledge and belief, there are no U.S. patent,
trademark, copyright, trade secret of other proprietary rights of others that would be infringed by the use of the
Programs as permitted by this license. Except as set forth herein, OpenSS7 makes no representation, indemnification, or
warranty concerning proprietary rights infringement and holds itself harmless with respect to matters pertaining
thereto.
7. TERMINATION. The license granted hereunder is effective until
terminated. This license shall automatically terminate without notice if Licensee breaches any of the provisions hereof.
Licensee may terminate at anytime by destroying the Programs and their associated documentation and notifying OpenSS7 in
writing. If Licensee institutes patent litigation against OpenSS7 with respect to a patent applicable to Licensee Code,
then any patent licenses granted by OpenSS7 to Licensee under this License shall terminate as of the date such
litigation is filed. In addition, if Licensee institutes patent litigation against OpenSS7 alleging that the Programs
or associated documentation infringe Licensee patent(s), then the rights granted to Licensee under Section 1. and 2.
above will terminate. Upon termination, Licensee must discontinue all uses and distribution of the Programs, associated
documentation, Modifications and Derived Works, except that Licensee may continue to use, reproduce, prepare derivative
works of Licensee Modifications (without the benefit of any license arising from this License) for purposes other than
to implement functionality designated in any portion of the Programs. Properly granted sublicenses to third parties
will survive termination. Provisions which, by their nature, should remain in effect following termination
sur-vive.
8. LICENSE VERSIONS. Only OpenSS7 may promulgate new versions of
this License. Once the Licensee has accepted the Covered Code under a version of this License, Licensee may always
continue to use such version of Covered Code under that version of the License. New Covered Code which Licensee may
subsequently choose to accept as part of the OpenSS7 Subscription Service or made available on the OpenSS7 Website will
be subject to any new License in effect at the time of Licensee's acceptance of such code and
specifications.
9. INFRINGEMENT. No assurances are provided by OpenSS7 that Covered
Code does not infringe the intellectual property rights of any third party. Each Licensee disclaims any liability to
all other Licensees for claims brought by any third party based on infringement of intellectual property rights.
OpenSS7 represents that, to its knowledge, it has sufficient copyrights to allow Licensee to use, modify and distribute
the Programs as herein permitted and Licensee represents that, to Licensee's knowledge, Licensee has sufficient
copyrights to allow each Licensee and OpenSS7 to use and distribute Licensee Error Corrections and Contributed Code as
contemplated herein. Licensee agrees to notify OpenSS7 should Licensee become aware of any potential or actual
infringement of the Programs or of any of OpenSS7's intellectual property rights in the Programs and associated
documentation. OpenSS7 disclaims any liability to Licensee for claims brought by any third party based on infringement
of intellectual property rights.
10. SUSPENSION. If any portion of, or functionality implemented by,
the Covered Code becomes the subject of a claim or threatened claim of infringement ("Affected Materials"),
OpenSS7 may, in its unrestricted discretion, suspend Licensee's rights to use and distribute the Affected Materials
under this License. Such suspension of rights will be effective immediately upon OpenSS7 notifying Licensee of
suspension. OpenSS7 has no obligation to lift the suspension of rights relative to the Affected Materials until a
final, nonappealable determination is made by a court or governmental agency of competent juris-diction that OpenSS7 is
legally able, without the payment of a fee or royalty, to reinstate Licensee rights to the Affected Materials to the
full extent contemplated hereunder. Upon such determination, Original Contributor will lift the suspension by notifying
the Licensee. Nothing herein shall be construed to prevent Licensee, at Licensee option and expense, and subject to
applicable law and the restrictions and responsibilities set forth in this License and any Supplements, from replacing
Covered Code in Affected Materials with non-infringing code or independently negotiating, without compromising or
prejudicing OpenSS7's position, to obtain the rights necessary to use Affected Materials as herein
permitted.
11. GENERAL. Trademarks.
Licensee is granted no rights in or to any "OpenSS7", "OpenSS7 Project" trademarks now or
hereinafter used or licensed by OpenSS7. Licensee agrees not to (i) challenge OpenSS7 Trademarks; (ii) attempt to
register any OpenSS7 Trademarks, or any mark or logo substantially similar thereto; or (iii) incorporate any OpenSS7
Trademarks into Licensee's own trademarks, product names, service marks, company names or domain names. Integration and Assignment. OpenSS7 may assign this License to another by written
notification to the other party. This License represents the complete agreement of the parties concerning the subject
matter hereof. Severability. If any provision of this License is held to be
unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable unless to do so
would defeat the intent of the parties. Governing Law. This License shall be
governed by the laws of the United States and the State of Texas (except to the extent applicable law, if any, provides
otherwise), as applied to contracts entered into and performed in Texas between Texas residents, excluding its
conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of
Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed
against the drafter shall not apply to this License. Dispute Resolution. Any
dispute arising out of or relating to this License shall be finally settled by arbitration as set forth in this Section,
except that either party may bring an action in a court of competent jurisdiction (which jurisdiction shall be
exclusive), relative to any dispute relating to such party's intellectual property rights. Arbitration will be
administered (i) by the American Arbitration Association (AAA), (ii) in accordance with the rules of the United Nations
Commission on International Trade Law (UNCITRAL) (the "Rules") in effect at the time of arbitration, modified
as set forth herein, and (iii) the arbitrator will apply the governing laws required under Section "Governing
Law" above. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to
enforce such award. The arbitrator may not award damages in excess of or of a different type than those permitted by
this License and any such award is void. All proceedings will be in English and conducted by a single arbitrator
selected in accordance with the Rules who is fluent in English, familiar with technology matters pertinent in the
dispute and either a retired judge or practicing attorney having at least ten (10) years litigation experience. Venue
for arbitration will be in Dallas, Texas, unless the parties agree otherwise. Each party will be required to produce
documents relied upon in the arbitration and to respond to no more than twenty five (25) single question
interrogatories. All awards are payable in US dollars and may include for the prevailing party (i) pre-judgment
interest, (ii) reasonable attorney's fees in-curred in connection with the arbitration, and (iii) reasonable costs and
expenses incurred in enforcing the award. U.S. Government End Users. If this
Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or
subcontractor (at any tier), then the Government's rights in this Software and accompanying documentation shall be only
as set forth in this license; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense
acquisitions) and with 48 CFR 2.101 and12.212 (for non-DoD acquisitions). The Covered Code is a "commercial
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" and "commercial computer software documentation," as such terms are used in 48 C.F .R. 12.212
(Sept. 1995). Consistent with 48 C.F.R.12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.
Government End Users acquire Covered Code with only those rights set forth herein. International Use. Covered Code is subject to US export control laws and may be subject
to export or import regulations in other countries. Each party shall comply fully with all such laws and regulations and
acknowledges its responsibility to obtain such licenses to export, reexport or import as may be required. Licensee must
pass through these obligations to all Licensee licensees. Licensee may not distribute Covered Code into countries other
than those listed on the U.S. Government web site from time to time. Multiple Licensed
Code. OpenSS7 may designate portions of the Covered Code as "Multiple Licensed". "Multiple
Licensed" means that OpenSS7 permits you to utilize portions of the Covered Code under Licensee's choice of the GNU
Public License Version 2 (GPL) or the alternative licenses, if any, specified by OpenSS7 in permission notices. All
Programs which have not been publicly released on the OpenSS7 Project web site <http://wwww.openss7.org/> are
considered ("Unpublished Works") and subject to the terms and conditions of this License Agreement regardless
of the ("Permission Notices") and ("Licenses") included in the Program source files. This is a
convenience for later public release as a ("Published Work") and Licensee will disregard such Permission
Notices in Program source files.
Address all correspondence regarding this license to OpenSS7's electronic mail address:
<mailto:licensing@openss7.com>, or to
OpenSS7 Corporation
4701 Preston Park Boulevard
Suite #424
Plano, Texas 75093
USA
FEE SCHEDULE
Annual Fee:
Effective Date:
Termination Date:
License Number:
No. of Licensed Copies:
ACCEPTED AND AGREED:
Signature:
Name and Title:
Company: