Revised Degas License

[Charles A. Jolley]

Hi all:
    Well, we've finally got people back in town long enough to revise the
license for "Degas".  I have posted the revised version below.

    You will notice that we did not split this license into two licenses (or
a license + commercial addendum).  This was done for several reasons:

1.  The total amount of the license that could be pulled consists of maybe
one or two sections plus Annex B (which is just some sample text).  The
"verbiage needed to make it legally enforceable" actually constitutes most
of the document, sections 3-8 to be precise, which could not be taken out of
the license anyway.

2.  There are really three ways that this license can be used:
non-commercially and uncertified, non-commercially and certified, and
commercially and certified.  The only thing we could pull out would be that
which deals with the last case.  In order to do this, we would still have to
add some verbiage to "link" to the additional addendum that would need to be
signed when used commercially, so the overall complexity of the license
would go up in doing this.

3.  We've already spent more money on this license than we had initially
planned and at this stage we just can't justify the cost of restructuring
the whole thing.

    We did, however, add a provision near the end of the license giving us
the ability to revise it later on.  If there is sufficient demand from users
of our technology (and this license) to split it into two licenses or to
make any other changes in an effort to make is more user-friendly, then we
will be able to do so.

    A few other changes:  We added headers to each section to make it easier
to identify what each portion of the license is discussing.  We also added
some definitions to the Grant of License section and we adjusted some of the
language to make it more precise.

So without further ado:

--------
(Names have been changed to protect the innocent... :)

ZERATEC DEGAS PUBLIC LICENSE AGREEMENT
CONTRACTUAL TERMS OF USE AND NOTICES

IMPORTANT ­ READ THIS ENTIRE AGREEMENT FULLY AND CAREFULLY BEFORE
DOWNLOADING OR USING ZERATEC¹S Degas ARCHITECTURE, SPECIFICATION AND
DOCUMENTATION:  This following Agreement sets forth the terms and conditions
under which you will have Zeratec¹s permission to implement or make use of
Zeratec¹s Degas Architecture and Specification, more fully described later
in this License Agreement.  In order to obtain or use Zeratec¹s Degas
Architecture and Specification, you must accept each and every term and
condition of 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 Zeratec¹s Degas Architecture and
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 Degas Architecture, Specification and/or Documentation.
YOU AGREE THAT YOUR DOWNLOADING, COPYING, USE, PURCHASE, MODIFYING OR
REDISTRIBUTING OF THE ZERATEC Degas ARCHITECTURE, SPECIFICATION AND/OR
DOCUMENTATION 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
you permission under the terms of 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"), to use, implement, distribute and/or redistribute any
product, specification, or any derivatives of any products ("Licensed
Product") implementing and/or utilizing the proprietary Zeratec Degas
algorithm defined in any version of Zeratec¹s Degas Architecture
Specification ("Degas Architecture").


2. LICENSE RESTRICTIONS: 

 The permission and rights granted to you under Section 1 above are
conditioned upon your express consent and agreement to comply with the
following terms.

2.1 CAVEAT: This license does not give you permission or 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.

2.2 PERMISSIONS FOR NON-COMMERCIAL USE :  This license grants you permission
to conduct research and development utilizing Zeratec¹s Degas Architecture,
and to redistribute 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.

You are only granted the license defined in section 1 when you are using the
Degas Architecture for the purposes described in this section. 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.

2.3 PERMISSIONS FOR COMMERCIAL USE:  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, if successfully tested and
certified, 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.

2.4 USAGE OF Degas NAME FOR NON-CERTIFIED LICENSED PRODUCT:  It is further
specifically agreed 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,
including a disclaimer of all warranties by Zeratec, 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.
2.5 USAGE OF Degas NAME FOR CERTIFIED LICENSED PRODUCT:  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 to that defined in section 2.4.  It is further 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.

 2.6 REQUIREMENTS FOR DISTRIBUTION OR REDISTRIBUTION OF LICENSED
PRODUCT: You further agree to assure that any distribution or redistribution
by you of any Licensed Product and/or Zeratec¹s Degas Architecture itself is
subject to all the same terms and conditions as contained in this Public
License Agreement by means of appropriate notices, contracts, sub-licenses
and agreements.   You also agree to make clear that any further warranties,
terms and/or conditions offered or imposed by you 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:

ZERATEC¹S 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 ALGORITHM, 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, employees, and agents 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, implementation, modification and/or
use of the Degas Architecture, your distribution or redistribution of
Licensed Product, and/or your breach of or failure to comply with any of the
terms and conditions of this Public License Agreement.

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, Specifications 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. MODIFICATION OF LICENSE: From time to time, Zeratec may, in its sole
discretion, make changes in the form and structure of this License
Agreement.  Existing Licensees may subscribe to any of these newer licenses
rather than this current version (1.0).  Once you have accepted the terms
and conditions of this Public License Agreement, however, they may not be
substantively changed unless both you and an authorized representative of
Zeratec execute a separate written agreement.

7. MISCELLANEOUS: This Public License Agreement shall constitute the entire
and exclusive agreement between you and Zeratec.  Upper case paragraph
headers are provided for convenience only; and to the extent their meaning
or content differ from that of the paragraphs themselves, the more specific
language of the paragraph text shall control.  Any particular decision by
Zeratec not to enforce a provision of this Public License Agreement, or its
failure to do so, shall be limited and not be binding as to others or deemed
an estoppel or more general waiver of strict compliance in any other
circumstance.  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.


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. AND ANY AND ALL WARRANTIES EXPRESS OR IMPLIED ARE
SPECIFICALLY DISCLAIMED BY ZERATEC.  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. AND ANY AND ALL WARRANTIES EXPRESS OR IMPLIED ARE
SPECIFICALLY DISCLAIMED BY ZERATEC 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 AND ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED ARE
SPECIFICALLY DISCLAIMED BY ZERATEC.  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 AND ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED ARE
SPECIFICALLY DISCLAIMED BY ZERATEC.  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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Thanks for your comments...

Cheers,
-Charles