THIS [ACTUSfrf] CORE LICENSE sets forth the terms and conditions on which the [ACTUSfrf] Core Software and [ACTUSfrf] Standards, as defined below, may be used, copied and distributed. [ACTUSfrf] Core Software is protected by copyright. Any use of the [ACTUSfrf] Core Software other than as expressly authorized in this Agreement is prohibited. Your use of [ACTUSfrf] Core Software and any assertion of conformance to the [ACTUSfrf] Standards are conditioned on your compliance with all of the following:
1.1 “ACTUS” means, as the context requires, the Foundation, the Association, or any successors in interest to the copyrights in the [ACTUSfrf] Core Software.
1.2. “[ACTUSfrf] Core Software” means those certain computer programs so identified by ACTUS from time to time.
1.3. “[ACTUSfrf] Core License” means this [ACTUSfrf] Core License or such successor license as shall be promulgated by the Association from time to time to apply to the [ACTUSfrf] Core Software.
1.4. “[ACTUSfrf] Data Dictionary” means the Data Dictionary promulgated by ACTUS or by a standards organization specified by ACTUS.
1.5. “[ACTUSfrf] Name” means the term “[ACTUSfrf],” or any other term adopted and used by ACTUS, as a trademark or service mark, either alone or in combination with other words, phrases, or graphical matter.
1.6. “[ACTUSfrf] Standard” means a work, including without limitation, the [ACTUSfrf] Data Dictionary promulgated by ACTUS and the [ACTUSfrf] Algorithmic Standards Document, copyrighted by ACTUS and containing express assertions that such work sets forth a standard established by ACTUS, in all cases as such work may be modified from time to time by ACTUS.
1.7. “Application” means any work that makes use of an interface provided by the [ACTUSfrf] Core Software, but which is not otherwise based on the [ACTUSfrf] Core Software. Defining an extension of a class defined by the [ACTUSfrf] Core Software is deemed to make use of an interface provided by the [ACTUSfrf] Core Software.
1.8. “Association” means the ACTUS Users Association, a Delaware non-stock, nonprofit corporation..
1.9. “Assert Conformance” means to do any, some, or all of the following with respect to the conformance of a work with one or more [ACTUSfrf] Standards:
1.9.1. state or imply that ACTUS or a person acting on behalf of ACTUS has expressly confirmed that the work conforms with one or more of such [ACTUSfrf] Standards; or
1.9.2. state or imply that the work uses source code that is in all respects identical with the source code used in the applicable [ACTUSfrf] Standard or generates results that are in all cases identical with those generated by the applicable [ACTUSfrf] Standard ; or
1.9.3. use any trademark or service mark in connection with the work or any services provided based on a claim of usage of the work.
1.10 “Attribute” means, with respect to a work of authorship, to state or imply that any person is the source or origin of such work or portions thereof or the methods or algorithms incorporated into an Application or a Combined Work.
1.11 “Code of Collaboration” means the terms and conditions defined, identified as such, and published by the Association for the purpose of accrediting those of its Members from time to time who wish to actively support the development and maintenance of the [ACTUSfrf] Core Software.
1.12 “Combined Work” means a work produced by combining or linking an Application with the [ACTUSfrf] Core Software. The particular version of the [ACTUSfrf] Core Software with which the Combined Work was made is also called the “Linked Version.”
1.13 “Data Dictionary” means a collection of descriptions of the data objects or items in a data model for the benefit of programmers and others who need to refer to them, including for each item, a symbol or descriptive name, the data type and method of encoding of such object, the relationship of each object or item to each other object or item, possible predefined values, rules for validation and a brief text description of the object or item.
1.14 “Foundation” means the ACTUS Research Foundation, a Delaware non-stock, nonprofit corporation.
1.15 “Licensee” or “You” means any person who has obtained or is in possession of a copy of the Object Code or the Source Code of the [ACTUSfrf] Core Software.
1.16 “Member” means a registered member of the Association.
1.17 “Modify” as applied to a work means to abstract, adapt, copy from, create derivative works, recast, transform or translate all or part of the work in a fashion requiring copyright permission, other than the making of an exact copy. To translate the operational portions of a work from one programming language to another is a modification for the purpose of this License. The resulting work is called a “modified version” of the earlier work or a work “based on” the earlier work.
1.18 “Object Code” means a version of a computer program in a form that is either directly executable by a computer, or is executable through the means of a standardized third party interpreter.
1.19 “Official Code Repository” means the online repository identified by ACTUS from time to time as the authoritative location of the Source Code to the [ACTUSfrf] Core Software.
1.20 “Source Code” means any form of a computer program other than Object Code.
1.21 “Version Number” means the key used by ACTUS to identify a specific version of [ACTUSfrf] Core Software as posted on the Official Code Repository.
2.1 [ACTUSfrf] License Grant. Licensee is permitted to do any, some or all of the following, subject further to the provisions of this Article 2:
2.1.1 Convey verbatim copies of the Source Code of the [ACTUSfrf] Core Software as it is published by ACTUS, in any medium;
2.1.2 Create Object Code from the Source Code of the [ACTUSfrf] Core Software, using software tools, provided that those tools do not alter the formulas or functions of the [ACTUSfrf] Core Software; and
2.1.3 Create and distribute a Combined Work, in either Source Code or Object Code format subject to the terms and conditions of the [ACTUSfrf] Core License in effect as of the date of the later of the creation or distribution of such Combined Work.
2.2 Right to Distribute. You may reproduce and distribute copies of the [ACTUSfrf] Core Software or, subject to section
2.3 below, Modified [ACTUSfrf] Core Software thereof in any medium and in Source or Object form, provided that You meet all of the following conditions:
2.2.1 You must give anyone who receives the [ACTUSfrf] Core Software or Modified [ACTUSfrf] Core Software from you a copy of this License and the [ACTUSfrf] Core Software “NOTICE” text file.
2.2.2 You must cause any modified files to carry prominent notices stating that You changed the files.
2.2.3 You must retain, in the Source Code of any Modified [ACTUSfrf] Core Software that You distribute, all copyright, patent, trademark, and attribution notices from the Source Code of the [ACTUSfrf] Core Software, excluding those notices that do not pertain to any part of the Modified [ACTUSfrf] Core Software.
2.2.4 Any [ACTUSfrf] Core Software or Modified [ACTUSfrf] Core Software that You distribute must include the [ACTUSfrf] Core Software "NOTICE" text file that contains a readable copy of the [ACTUSfrf] Core Software attribution notices as part of its distribution, excluding those notices that do not pertain to any part of the Modified [ACTUSfrf] Core Software.
The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Modified [ACTUSfrf] Core Software that You distribute, alongside or as an addendum to the NOTICE text from the [ACTUSfrf] Core Software, provided that such additional attribution notices cannot be construed as modifying the License.
2.2.5 You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Modified [ACTUSfrf] Core Software as a whole, provided Your use, reproduction, and distribution of the [ACTUSfrf] Core Software or the Modified [ACTUSfrf] Core Software otherwise complies with the conditions stated in this License.
2.3 Right to Modify. Licensee is permitted to Modify the [ACTUSfrf] Core Software and to copy, and distribute such modified [ACTUSfrf] Core Software and any Combined Works incorporating such Modified [ACTUSfrf] Core Software, solely pursuant to section 2.2 above and to the following terms:
2.3.1 __[ACTUSfrf] Conformance of Modified Software.__ Licensee shall not Assert Conformance with respect to any Modified [ACTUSfrf] Core Software, Combined Work, or Application designed to interface with Modified [ACTUSfrf] Core Software (“[ACTUSfrf]-dependent Software”) without explicit written consent of the ACTUS Users Association. Demonstration of such consent includes but is not limited to Licensee agreeing in writing to the terms of the Code of Collaboration defined and published by the Association from time to time.
2.3.2 __Distribution of Modified Software whose [ACTUSfrf] Conformance has been Asserted.__ Licensee may Distribute Modified [ACTUSfrf]-dependent Software that Licensee asserts conforms with an [ACTUSfrf] standard only if such assertion complies with section 2.3.1 and such distribution is accompanied by a readable “ACTUS DISCLAIMER” text file with the following statement, embedded in the Source Code and any Object Code:
“THIS PROGRAM INCLUDES COMPONENTS THAT ARE DERIVATIVE OF SOFTWARE PUBLISHED BY THE ACTUS USERS ASSOCIATION AND WHICH HAVE BEEN MODIFIED FROM SUCH SOFTWARE. THE RESULTS OF ANY VALUATION, ASSESSMENT OR OTHER ANALYSIS PRODUCED BY THIS PROGRAM MAY DIFFER SUBSTANTIALLY FROM RESULTS PRODUCED BY THE VERSION PUBLISHED BY THE ACTUS USERS ASSOCIATION.”
2.3.3 __Distribution of Modified Software whose [ACTUSfrf] Conformance has not been Asserted.__ In the event that Licensee does not satisfy the criteria set forth in sections 2.3.1 and 2.3.2 above, Licensee shall distribute any software pursuant to section 2.2 above together with a readable “ACTUS DISCLAIMER” text file, embedded in any distribution of the Source Code and any Object Code:
“THIS PROGRAM INCLUDES COMPONENTS THAT ARE DERIVATIVE OF SOFTWARE PUBLISHED BY THE ACTUS USERS ASSOCIATION AND WHICH HAVE BEEN MODIFIED FROM SUCH SOFTWARE. THE RESULTS OF ANY VALUATION, ASSESSMENT OR OTHER ANALYSIS PRODUCED BY THIS PROGRAM MAY DIFFER SUBSTANTIALLY FROM RESULTS PRODUCED BY THE VERSION PUBLISHED BY THE ACTUS USERS ASSOCIATION. THE ACTUS USERS ASSOCIATION SPECIFICALLY DISCLAIMS THAT THIS PROGRAM REFLECTS THE APPLICATION OF ANY STANDARDS PROMULGATED BY THE ACTUS USERS ASSOCIATION.”
2.4 Attribution. You may not Attribute any Application to ACTUS and you may only Attribute a Combined Work to ACTUS if you clearly and prominently state in any sales and marketing materials, packaging, demonstrations and initial screen displays that ACTUS is only the source of the [ACTUSfrf] Core Software and no other functions of the Combined Work have been produced, approved or reviewed by ACTUS. In any copy of the [ACTUSfrf] Core Software distributed as stand-alone Source Code or Object Code or with a Combined Work attributed to ACTUS you must always include prominently the Version Number of that copy. You must make available for inspection by the Association or its designees at any and all reasonable times any work under your control that is Attributed to ACTUS.
2.5 Conditions of Usage. The grants and conditions in sections 2.1 , 2.2, 2.3 and 2.4 shall be subject to the following additional restrictions:
2.5.1 You must conspicuously and appropriately publish on each copy an appropriate copyright notice;
2.5.2 You must keep intact all notices stating that this License applies to the code; keep intact all notices of the absence of any warranty; and give all recipients a copy of this License along with the [ACTUSfrf] Core Software or any Combined Work;
2.5.3 Licensee may not use the subject matter hereunder for personal, family or household purposes.
2.6 [ACTUSfrf] Name. ACTUS has adopted and is using as a trademark or service mark “[ACTUSfrf]” to identify software and services provided by either the Foundation or the Association, including without limitation the [ACTUSfrf] Core Software. ACTUS may from time to time adopt and use additional service marks or trademarks. Nothing herein grants to Licensee any rights to use the [ACTUSfrf] Names, except in connection with an Attribution permitted under this License. No usage of any [ACTUSfrf] Name shall inure to the benefit of any person other than ACTUS. ACTUS shall all have the right to ascertain whether the use of the [ACTUSfrf] Name is in compliance with the provisions of this Section 2.6., and Licensee shall reasonably cooperate with ACTUS’s efforts. Licensee recognizes the great value of the goodwill associated with the [ACTUSfrf] Name and acknowledges that the [ACTUSfrf] Name and all rights therein and goodwill pertaining thereto belong exclusively to ACTUS. Licensee further agrees that it is critical that such goodwill be protected and enhanced and, toward this end, Licensee shall not during the term of this Agreement or thereafter: (i) attack the title or any rights of ACTUS in or to the [ACTUSfrf] Name; (ii) do anything either by an act of omission or commission which might impair, violate or infringe the [ACTUSfrf] Name and/or ; (iii) claim (adversely to ACTUS or anyone claiming rights through ACTUS) any right, title or interest in or to the [ACTUSfrf] Name; (iv) misuse or harm the [ACTUSfrf] Name or bring the [ACTUSfrf] Name into disrepute; (v) for its benefit, directly or indirectly, register or apply for registration of the [ACTUSfrf] Name or any mark which is, in ACTUS’s reasonable opinion, the same as or confusingly similar to the [ACTUSfrf] Name; and (vi) for its benefit, directly or indirectly, register, maintain or apply for registration of a domain name which is, in ACTUS’s reasonable opinion, the same as, confusingly similar to or incorporates any of the [ACTUSfrf] Name. Licensee agrees to promptly inform ACTUS of any complaints, by customers of Licensee and otherwise, regarding the [ACTUSfrf] Core Software, the [ACTUSfrf] Data Dictionary and/or [ACTUSfrf] Standard. Licensee shall cooperate with the other in any action, proceeding or other effort to police the [ACTUSfrf] Name.
THERE IS NO WARRANTY FOR THE SUBJECT MATTER LICENSED PURSUANT TO THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE [ACTUSFRF] CORE SOFTWARE, [ACTUSFRF] DATA DICTIONARY, AND [ACTUSFRF] STANDARD “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE [ACTUSFRF] CORE SOFTWARE OR ANY COMBINED WORK INCORPORATING SUCH [ACTUSFRF] CORE SOFTWARE IS WITH YOU. SHOULD THE [ACTUSFRF] CORE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ACTUS, OR ANY OTHER PARTY CLAIMING RIGHTS FROM ACTUS, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE [ACTUSFRF] CORE SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE [ACTUSFRF] CORE SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If the disclaimer of warranty and limitation of liability provided above cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Program, unless a warranty or assumption of liability accompanies a copy of the Program in return for a fee.
By using or distributing any [ACTUSfrf] Software, including without limitation, the [ACTUSfrf] Core Software, you agree to defend, indemnify and hold harmless, the Foundation, the Association, and any successors in interest thereto (collectively “Indemnified Parties”), from and against all claims, expenses, losses, liabilities, and causes of action alleged or asserted by third parties against the Indemnified Parties arising out of the modification, publication or distribution of any work including subject matter licensed under this Agreement, or out of services provided by Licensee using any such work or claiming to use such work. Any defense shall be by counsel selected by the Indemnified Party and such Indemnified Party shall have sole control of such defense or the settlement of any such claim.
7.1 Jurisdiction and Venue. Any dispute arising out of the interpretation, construction, and performance of this Agreement or out of the use, publication, modification, or other exploitation of the [ACTUSfrf] Core Software or the [ACTUSfrf] Standards shall be subject to the laws of the State of New York, without regard to its conflict of law rules, and subject to the exclusive jurisdiction of the state and federal courts sitting in the County of New York.
7.2 Injunctive Relief. Licensee acknowledges that the covenants and conditions of this License are of a special and unique nature, for which damages are difficult or impossible to determine, and accordingly agrees that ACTUS will be entitled to obtain specific injunctive relief against breaches of this or infringements of copyright.
BY INSTALLING, USING, COPYING, DISTRIBUTING OR OTHERWISE EXPLOITING THE [ACTUSFRF] CORE SOFTWARE AND/OR [ACTUSFRF] STANDARDS, LICENSEE AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE.