Zeratec Public License
Charles A. Jolley
charles.jolley at zeratec.com
Tue Jul 13 16:02:23 UTC 1999
Hi all:
Thanks for everyone's comments on the strategy questions I posted last
week. I now have a draft copy of the license we are considering putting our
technology out under, which I have included below.
Just a reminder, we have a communications 'algorithm' that we are
licensing for people to use in their product, including open-source
projects. This license is a license for use of our algorithm, which must be
agreed to by someone creating, modifying, or redistributing a product
(hardware or software) that is based on our algorithm before they have
permission to use our algorithm or our mark.
A piece of software may be licensed under the GPL, for example, but this
license for our technology must also be agreed to in order to use our
algorithm. In the case of the GPL, this license only restricts use of our
trademarks and not our patents, so as not to violate the GPL. On the other
hand, we also have to make sure this license can be applied to proprietary
software and even hardware, so there are a few additional restrictions
placed on products licensed or sold under non-GPL licenses as well.
One other note, the technology here is called the "Degas Architecture."
This is a working name and not the production name.
Cheers,
-Charles
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ZERATEC DEGAS PUBLIC LICENSE AGREEMENT
CONTRACTUAL TERMS OF USE AND NOTICES
IMPORTANT ‹ READ THIS ENTIRE AGREEMENT FULLY AND CAREFULLY BEFORE
DOWNLOADING OR USING THIS PRODUCT OR SPECIFICATION: This Product or
Specification describes, implements or makes use of Zeratec¹s Degas
Architecture and Specification, more fully described later in this License
Agreement. In order to use or purchase this Product or Specification, you
must accept this License Agreement, which is a binding legal contract
between you (either as an individual or entity) and Zeratec, Inc. By
clicking on the "I Accept" button, installing, copying, modifying,
redistributing, or otherwise using this Product or Specification, you agree
to be bound by the contractual terms of this License Agreement. If you do
not agree to the terms of this License Agreement, click on the "I Do Not
Accept" button and/or do not download, copy or install the Product and/or
Specification. YOU AGREE THAT YOUR DOWNLOADING, COPYING, USE, PURCHASE,
MODIFYING OR REDISTRIBUTING OF THIS PRODUCT AND/OR SPECIFICATION
ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS CONTRACTUAL TERMS AND CONDITIONS.
1. GRANT OF LICENSES:
Subject to the provisions of this License Agreement, Zeratec hereby grants
to you the following, world-wide, royalty free, non-exclusive license, to
the extent of Zeratec¹s own present and/or future statutory and/or common
law rights associated with patents and patent applications, works of
authorship including copyrights, copyright applications and/or registration
or "moral rights," and confidential information including industrial and/or
trade secrets ("Intellectual Property Rights"), in connection with the
distribution and/or redistribution of any product, specification, or any
derivatives of any products or implementation of the Degas Architecture as
defined in Zeratec¹s Degas Architecture Specification ("Licensed Product").
2. LICENSE RESTRICTIONS:
The rights granted to you under Section 1 above are conditioned upon
your express consent and agreement to comply with the following terms.
1. This license does not cover any right to use Zeratec¹s trademarks,
service marks and/or the words "Zeratec," "Degas," "Degas
Certified," "Degas Compliant" or similar in connection with
Licensed Product.
2. It is understood that this license is primarily intended to enable
free research and development utilizing Zeratec¹s Degas
Architecture as defined in Zeratec¹s Degas Architecture
Specification, and to facilitate the further open source
redistribution of Licensed Product at (a) no cost to the
recipient, (b) only reasonable costs associated with the physical
act of transferring a copy and for the media involved, or (c)
under a GNU General Public License as defined in any version of
that license published by the Free Software Foundation, Inc. of
Boston, MA. Nothing in this limitation, however, is intended to
restrict the offer by you of warranty protection in exchange for a
reasonable fee for such services on your part.
3. It is further specifically agreed and understood that when any
Licensed Product distributed or redistributed under sections 1 and
2.2 above has not been determined by Zeratec or a Zeratec
authorized certification program to be fully Degas compliant by
means of Zeratec¹s proprietary test programs, procedures and
requirements, you may refer to such Licensed Product as
"Degas-based," however, any such untested and/or uncertified
Licensed Product absolutely must also contain the notice and
limitation set forth in Exhibit A prominently displayed in an
appropriate place and fashion where a user will be most likely to
see and read it, including, for example but without limitation, in
all source code files and upon the product and/or its packaging.
When such testing by Zeratec or its authorized designee has been
satisfactorily completed to establish Degas compliance, then the
notice in Exhibit B may be used in similar manner. It is further
understood and agreed that the permitted use of the Exhibit B
notice does not convey or permit any additional or other use of
any Zeratec trademark, logo, or service mark, and nothing in this
License Agreement shall be deemed to provide any separate or
different rights in Zeratec¹s marks and logos.
4. If Licensed Product is to be used for any direct or indirect
strategic or commercial gain and/or advantage or other commercial
purposes not covered under section 2.2 above, all such Licensed
Product must first be submitted to Zeratec or its authorized
designee for testing and certification and thereafter must be
marked with the Zeratec "Degas Compliant" Mark and Logo under the
terms of a separate Degas Compliant Mark and Logo License
Agreement between you and Zeratec, or you must obtain an explicit
and further written release from Zeratec, in its sole discretion,
waiving this requirement. Nothing in this Public License Agreement
replaces or supercedes the requirement for such separate license
agreement and /or waiver covering product certification and the
mandatory use of the Zeratec Degas Compliant Mark and Logo in
connection with commercial use and /or exploitation of Licensed
Product and/or Zeratec¹s Degas Architecture.
2.5 You further agree to assure by means of appropriate notices, contracts,
sub-licenses and agreements (similar to that provided in Exhibits A and B)
that any redistribution by you of any Licensed Product and/or Zeratec¹s
Degas Architecture and Specification themselves is subject to all the same
terms and conditions as contained in this License Agreement. You also agree
to make clear that any further warranties, terms and/or conditions imposed
in connection with your distribution or redistribution of Licensed Product
which differ from the terms of this License Agreement are offered by you
alone and not by Zeratec.
3. DISCLAIMER OF WARRANTY:
THE DEGAS ARCHITECTURE, SPECIFICATIONS AND DOCUMENTATION ARE PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
ZERATEC EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT
LIMITATION: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE
USE OF THE DEGAS ARCHITECTURE, SPECIFICATIONS AND DOCUMENTATION REMAINS WITH
YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZERATEC BE
LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, OR OTHER DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT
LIMITATION LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR OTHER MONETARY LOSS) ARISING OUT OF THIS PUBLIC LICENSE
AGREEMENT OR YOUR DOWNLOADING, COPYING OR USE OF THE SOFTWARE CODE,
SPECIFICATIONS AND DOCUMENTATION, EVEN IF ZERATEC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT PERMIT
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
4. TERMINATION: This Public License Agreement shall terminate automatically
if you fail to comply with its terms, conditions and limitations. No notice
shall be required from Zeratec to effectuate such termination. Upon
termination, you must destroy all copies of the Degas Architecture,
Specifications, Documentation and Licensed Product.
5. INDEMNIFICATION: You agree to hold harmless, indemnify and defend
Zeratec, its officers, directors and employees from and against any and all
claims, losses, damages, fines and expenses (including attorneys¹ fees and
costs) of any nature whatsoever arising out of or in any way related to your
downloading, copying modification and/or use of the Degas Architecture,
Specifications, Documentation and/or Licensed Product.
6. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS: The Degas
Architecture, Specifications and Documentation are provided with RESTRICTED
RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to
restrictions set forth in subparagraphs (a) through (d) of the Commercial
Software -- Restricted Rights at FAR 52.227-19 when applicable, or in
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013, and in similar clauses in the NASA
FAR supplement, as applicable. Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7202-1 through 227.7202.4, all U.S. Government End Users acquire
the Degas Architecture, Specificatiosn and Documentation hereunder with only
those rights set forth herein. Manufacturer is Zeratec, Inc., 561 N. 716
Rd., Lawrence, KS 66047. You are responsible for complying with all trade
regulations and laws both foreign and domestic. You acknowledge that none of
the Architecture, Specifications, Documentation, or underlying information
or technology may be downloaded or otherwise exported or re-exported (i)
into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North
Korea, Iran, Syria, or any other country subject to a U.S. embargo; or (ii)
to anyone on the U.S. Treasury Department¹s list of Specially Designated
Nationals or the U.S. Commerce Department¹s Denied Parties Or Entities
Lists. By downloading, copying or using the Software Code, Specifications
and Documentation you are agreeing to the foregoing and are further
specifically representing and warranting to Zeratec that (i) no U.S. federal
agency has suspended, revoked or denied you export privileges, (ii) you are
not located in or under the control of a national or resident of any such
country or on any such list, and (iii) you will not export or re-export the
Software and Documentation to any prohibited country, or to any prohibited
person, entity or end user as specified by U.S. export controls. You are
responsible for complying with any and all applicable local laws and
regulations, including but not limited to the export and import laws and
regulations of other countries.
7. MISCELLANEOUS: This Public License Agreement shall constitute the entire
and exclusive agreement between you and Zeratec. The Terms and conditions of
this Public License Agreement may not be changed unless both you and an
authorized representative of Zeratec execute a separate written agreement.
If any provision of this Public License Agreement shall be held invalid or
unenforceable for any reason, such provision shall be amended only to the
extent necessary to make it valid and enforceable, and such decision shall
not affect the validity or enforceability of such provision under other
circumstances or of the other, remaining provisions of this License
Agreement under any circumstances. This Public License Agreement shall be
governed by the laws of the state of Kansas, without regard to conflicts of
law provisions, and you hereby consent to the exclusive jurisdiction of the
state and federal courts sitting in the state of Kansas. Any and all
unresolved disputes under this Public License Agreement shall be submitted
to arbitration in the state of Kansas. The arbitration shall be conducted
under the commercial rules then prevailing of the American Arbitration
Association. The arbitrator¹s award shall be final and binding and may be
entered as a judgment in any court of competent jurisdiction. This Public
License Agreement will not be governed by the United Nations Convention of
Contracts for the International Sale of Goods, the application of which is
hereby expressly excluded.
<---------------- THIS PORTION MAY BE OMITTED FOR LICENSES ---------------->
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<------------------------------------------------------------------------->
EXHIBIT A
This product has been created and/or modified under License from Zeratec,
Inc. using the Degas Architecture defined in Zeratec¹s Degas Specification.
It has not been tested and may not pass the relevant Degas compliance and
compatibility standards established by Zeratec, Inc. and is NOT WARRANTED IN
ANY WAY BY ZERATEC, INC. A copy of the Zeratec License may be obtained at
http://www.zeratec.com/??? and is incorporated herein by reference. By
obtaining and using this product, you explicitly agree to be bound by the
terms and conditions of the Zeratec License.
Or
This software has been created and/or modified under License from Zeratec,
Inc. using the Degas Architecture defined in Zeratec¹s Degas Specification.
It has not been tested and may not pass the relevant Degas compliance and
compatibility standards established by Zeratec, Inc. and is NOT WARRANTED IN
ANY WAY BY ZERATEC, INC. A copy of the Zeratec License may be obtained at
http://www.zeratec.com/??? and is incorporated herein by reference. By
obtaining and using this software, you explicitly agree to be bound by the
terms and conditions of the Zeratec License.
EXHIBIT B
This product has been created and/or modified under License from Zeratec,
Inc. using the Degas Architecture defined in Zeratec¹s Degas Specification.
It has been tested and has passed the relevant Degas compliance and
compatibility standards established by Zeratec, Inc. but THIS PRODUCT IS NOT
WARRANTED IN ANY OTHER WAY BY ZERATEC, INC. BEYOND SUCH CERTIFICATION OF
COMPLIANCE. A copy of the Zeratec License may be obtained at
http://www.zeratec.com/??? and is incorporated herein by reference. By
obtaining and using this product, you explicitly agree to be bound by the
terms and conditions of the Zeratec License.
or
This software has been created and/or modified under License from Zeratec,
Inc. using the Degas Architecture defined in Zeratec¹s Degas Specification.
It has been tested and has passed the relevant Degas compliance and
compatibility standards established by Zeratec, Inc., but THIS PRODUCT IS
NOT WARRANTED IN ANY OTHER WAY BY ZERATEC, INC. BEYOND SUCH CERTIFICATION OF
COMPLIANCE. A copy of the Zeratec License may be obtained at
http://www.zeratec.com/??? and is incorporated herein by reference. By
obtaining and using this product, you explicitly agree to be bound by the
terms and conditions of the Zeratec License.
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