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OPEN AGILEBILL LICENSE V1.4
1.0 DEFINITIONS
1.1 "Commercial Use" means distribution or otherwise making the
Original Code available to a third party.
1.2 "Contributor Version" means the combination of the Original
Code, and the Modifications made by that particular Contributor.
1.3 "Electronic Distribution Mechanism" means a mechanism generally
accepted in the software development community for the electronic transfer
of data.
1.4 "Executable" means Original Code in any form other than Source
Code.
1.5 "Initial Developer" means the individual or entity identified
as the Initial Developer in the Source Code notice required by Exhibit
A.
1.6 "Larger Work" means a work which combines Original Code or
portions thereof with code not governed by the terms of this License.
1.7 "License" means this document.
1.8 "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 conveyed herein.
1.9 "Modifications" means any addition to or deletion from the
substance or structure of either the Original Code or any previous
Modifications.
A Modification is:
A. Any addition to or deletion from the contents of a file containing
Original Code or previous Modifications.
B. Any new file that contains any part of the Original
Code or previous Modifications.
1.10 "Original Code" means Source Code of computer software code
which is described in the Source Code notice required by Exhibit A as Original
Code.
1.11 "Patent Claims" means any patent claim(s), now owned or
hereafter acquired, including without limitation, method, process, and
apparatus claims, in any patent Licensable by grantor.
1.12 "Source Code" means the preferred form of the Original Code
for making modifications to it, including all modules it contains, plus
any associated interface definition files, or scripts used to control
compilation and installation of an Executable.
1.13 "Standards" means the standards identified in Exhibit B.
1.14 "You" (or "Your") means an individual or a legal entity
exercising rights under, and complying with all of the terms of, this License
or a future version of this License issued under Section 6.1. For legal
entities, "You" includes any entity which controls, is controlled by,
or is under common control with You. For purposes of this definition, "control"
means (a) the power, direct or indirect, to cause the direction or management
of such entity, whether by contract or otherwise, or (b) ownership of more
than fifty percent (50%) of the outstanding shares or beneficial ownership
of such entity.
2.0 SOURCE CODE LICENSE
2.1 The Initial Developer Grant
The Initial Developer hereby grants You a world-wide, royalty-free,
non-exclusive license, subject to third party intellectual property
claims:
(a) under intellectual property rights (other than patent or
trademark) Licensable by Initial Developer to use, reproduce, modify, display,
perform, sublicense and distribute the Original Code (or portions thereof)
with or without Modifications, and/or as part of a Larger Work; and
(b) under Patents Claims infringed by the making, using or selling
of Original Code, to make, have made, use, practice, sell, and offer for
sale, and/or otherwise dispose of the Original Code (or portions thereof).
(c) the licenses granted in this Section 2.1(a) and (b) are effective
on the date Initial Developer first distributes Original Code under the
terms of this License.
(d) Notwithstanding Section
2.1(b) above, no patent license is granted: 1) for code that You delete from
the Original Code; 2) separate from the Original Code; or 3) for infringements
caused by: i) the modification of the Original Code or ii) the combination of
the Original Code with other software or devices, including but not limited to
Modifications.
3.0 DISTRIBUTION OBLIGATIONS
3.1 Application of License.
The Source Code version of Original Code may be distributed only under
the terms of this License or a future version of this License released
under Section 6.1, and You must include a copy of this License with every
copy of the Source Code You distribute. You may not offer or impose any
terms on any Source Code version that alters or restricts the applicable
version of this License or the recipients' rights hereunder. Your license
for shipment of the Contributor Version is conditioned upon Your full compliance
with this Section. The Modifications which You create must comply with
all requirements set out by the Standards body in effect one hundred twenty
(120) days before You ship the Contributor Version. In the event that the
Modifications do not meet such requirements, You agree to publish either
(i) any deviation from the Standards protocol resulting from implementation
of Your Modifications and a reference implementation of Your Modifications
or (ii) Your Modifications in Source Code form, and to make any such deviation
and reference implementation or Modifications available to all third parties
under the same terms as this license on a royalty free basis within thirty
(30) days of Your first customer shipment of Your Modifications.
3.2 Required Notices.
You must duplicate the notice in Exhibit A in each file of the
Source Code. If it is not possible to put such notice in a particular Source
Code file due to its structure, then You must include such notice in a
location (such as a relevant directory) where a user would be likely to
look for such a notice. If You created one or more Modification(s) You
may add Your name as a Contributor to the notice described in Exhibit
A. You must also duplicate this License in any documentation for the
Source Code where You describe recipients' rights or ownership rights relating
to Initial Code. You may choose to offer, and to charge a fee for, warranty,
support, indemnity or liability obligations to one or more recipients of
Your version of the Code. However, You may do so only on Your own behalf,
and not on behalf of the Initial Developer. You must make it absolutely
clear than any such warranty, support, indemnity or liability obligation
is offered by You alone, and You hereby agree to indemnify the Initial
Developer for any liability incurred by the Initial Developer as a result
of warranty, support, indemnity or liability terms You offer.
The copyright notices and links must remain visible and functional in each
HTML of every installed copy of the Code, in this format:
<a href="http://www.agileco.com">Billing Software</a> Powered by AgileBill.
Copyright 2004-2008 <a href="http://www.agileco.com/">Agileco, LLC</a>
These notices and links cannot be removed, disabled, or caused to be hidden or obscured
from view from by modifying any part of the Source Code. The font size for the
notices may not be modified to a font size smaller than 10pt. The font color,
background colors, or any other attributes of the font text, background, or links may not be
modified in any way that renders them illegible, invisble, or unreadable to the
human eye, or causes the links to point to any URL other than shown in the format
above. No attributes may be added to the A HREF tags.
3.3 Distribution of Original Code.
You may distribute Original Code only in Source form (not Executable),
and You must include a notice stating that the Source Code version of the
Original Code is available under the terms of this License. The notice
must be conspicuously included in any notice in an distributed versions,
related documentation or collateral in which You describe
recipients' rights relating to the Original Code. You may distribute the
Source versions of Your version of the Code or ownership
rights under a license of Your choice, which may contain terms different
from this License, provided that You are in compliance with the terms of
this License. If You distribute the Source versions under
a different license You must make it absolutely clear that any terms which
differ from this License are offered by You alone, not by the Initial Developer.
You hereby agree to indemnify the Initial Developer for any liability incurred
by the Initial Developer as a result of any such terms You offer.
3.4 Larger Works.
You may create a Larger Work by combining Original Code with other
code not governed by the terms of this License and distribute the Larger
Work as a single product. In such a case, You must make sure the requirements
of this License are fulfilled for the Original Code.
4.0 INABILITY TO COMPLY DUE TO STATUTE OR REGULATION
If it is impossible for You to comply with any of the terms of this
License with respect to some or all of the Original Code due to statute,
judicial order, or regulation then You must: (a) comply with the terms
of this License to the maximum extent possible; and (b) describe the limitations
and the code they affect. Such description must be included in the LEGAL
file described in Section 3.2 and must be included with all distributions
of the Source Code. Except to the extent prohibited by statute or regulation,
such description must be sufficiently detailed for a recipient of ordinary
skill to be able to understand it.
5.0 APPLICATION OF THIS LICENSE
This License applies to code to which the Initial Developer has attached
the notice in Exhibit A and to related Modifications as set out in Section
3.1.
6.0 VERSIONS OF THE LICENSE
6.1 New Versions.
Agileco may publish revised and/or new versions of the License from time
to time. Each version will be given a distinguishing version number.
6.2 Effect of New Versions.
Once Original Code has been published under a particular version of
the License, You may always continue to use it under the terms of that
version. You may also choose to use such Original Code under the terms
of any subsequent version of the License published by Agile. No one other
than Agileco has the right to modify the terms applicable to Original Code.
7.0 DISCLAIMER OF WARRANTY
ORIGINAL 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 ORIGINAL 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 ORIGINAL CODE IS WITH YOU. SHOULD ANY ORIGINAL CODE
PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE INITIAL DEVELOPER) ASSUME
THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER
OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY
ORIGINAL CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
8.0 TERMINATION
8.1 This License and the rights granted hereunder will terminate
automatically if You fail to comply with terms herein and fail to cure
such breach within 30 days of becoming aware of the breach. All sublicenses
to the Original Code which are properly granted shall survive any termination
of this License. Provisions which, by their nature, must remain in effect
beyond the termination of this License shall survive.
8.2 In the event of termination under Section 8.1 above, all
end user license agreements (excluding distributors and resellers) which
have been validly granted by You or any distributor hereunder prior to
termination shall survive termination.
9.0 LIMIT OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING
NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER,
ANY OTHER CONTRIBUTOR, OR ANY DISTRIBUTOR OF ORIGINAL 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 PARTY 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.
10.0 U.S. GOVERNMENT END USERS
U.S. Government: 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 the Software and accompanying
documentation shall be only as set forth in this license; this is in accordance
with 48 C.F.R. 227.7201 through 227.7202-4 (for Department of Defense (DoD)
acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DoD acquisitions).
11.0 MISCELLANEOUS
This License represents the complete agreement concerning subject matter
hereof. 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.
This License shall be governed by South Carolina law provisions (except to
the extent applicable law, if any, provides otherwise), excluding its
conflict-of-law
provisions. With respect to disputes in which at least one party is a citizen
of, or an entity chartered or registered to do business in the United States
of America, any litigation relating to this License shall be subject to
the jurisdiction of the Federal Courts of South Carolina,
with venue lying in Greenville, South Carolina, with the losing party
responsible for costs, including without limitation, court costs and reasonable
attorneys' fees and expenses. 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.
EXHIBIT A - Open AgileBill License
"The contents of this file are subject to the Open AgileBill License v1.4 (the "License");
You may not use this file except in compliance with the License. You may obtain
a copy of the License at http://www.agileco.com/agilebill/license1-4.txt
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.
The Original Code is ______________________________________.
The Initial Developer of the Original Code is:
Agileco, LLC
Portions created by: _______________________________________
are Copyright (C): _______________________________________
All Rights Reserved.
Contributor(s): _______________________________________
EXHIBIT B - Standards
The Standard is defined as the following:
OpenOffice.org XML File Format Specification, located at http://xml.openoffice.org
OpenOffice.org Application Programming Interface Specification, located
at http://api.openoffice.org