USE OF THIS PAL ("SOFTWARE") IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS CONTRACTPAL OPEN
PUBLIC LICENSE ("LICENSE"). YOU MAY NOT USE THE SOFTWARE IN ANY MANNER UNLESS YOU ACCEPT THE TERMS AND
CONDITIONS OF THE LICENSE. YOU INDICATE YOUR ACCEPTANCE BY IN ANY MANNER USING (INCLUDING WITHOUT
LIMITATION BY REPRODUCING, MODIFYING OR DISTRIBUTING) THE SOFTWARE. IF YOU DO NOT ACCEPT ALL OF
THE TERMS AND CONDITIONS OF THE LICENSE, DO NOT USE THE SOFTWARE IN ANY MANNER.
1. General; Definitions. This License applies only to the [PAL NAME] developed and released
by ContractPal, Inc. ("Software"), As used in this License:
1.1 "Applicable Patent Rights" mean: (a) in the case where ContractPal is the grantor of rights,
(i) claims of patents that are now or hereafter acquired, owned by or assigned to ContractPal
and (ii) that cover subject matter contained in the Original Code, but only to the extent
necessary to use, reproduce and/or distribute the Original Code without infringement; and (b)
in the case where You are the grantor of rights, (i) claims of patents that are now or hereafter
acquired, owned by or assigned to You and (ii) that cover subject matter in Your Modifications,
taken alone or in combination with Original Code.
1.2 "Contributor" means any person or entity that creates or contributes to the creation of Modifications.
1.3 "Covered Code" means the Original Code, Modifications, the combination of Original Code and
any Modifications, and/or any respective portions thereof.
1.4 "Deploy" means to enable the use of the Software for use on the ContractPal platform.
1.5 "Larger Work" means a work which combines Covered Code or portions thereof with code not governed
by the terms of this License.
1.6 "Modifications" mean any addition to, deletion from, and/or change to, the substance and/or
structure of the Original Code, any previous Modifications, the combination of Original Code
and any previous Modifications, and/or any respective portions thereof. Modifications also
includes (a) any addition to or deletion from the contents of a file containing Covered
Code; and/or (b) any new file or other representation of computer program statements that
contains any part of Covered Code.
1.7 "Original Code" means (a) the Source Code of the Software, including the Source Code of
any updates or upgrades to the Software.
1.8 "Source Code" means the human readable form of the Software, including all modules it
contains, plus any associated interface definition files, scripts used to control compilation
and installation of an executable (object code).
1.9 "You" or "Your" means an individual or a legal entity exercising rights under this
License. For legal entities, "You" or "Your" includes any entity which controls, is controlled
by, or is under common control with, You, where "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 fifty percent (50%) or more of the outstanding shares or
beneficial ownership of such entity.
2. Permitted Uses; Conditions & Restrictions. Subject to the terms and conditions
of this License, ContractPal hereby grants You, effective on the date You accept this
License and download the Original Code, a world-wide, royalty-free, non-exclusive license,
to the extent of ContractPal's Applicable Patent Rights and copyrights covering the
Original Code, to do the following:
2.2 You may use, reproduce, display, perform, modify and Deploy Covered Code, provided that
in each instance You must duplicate, to the extent it does not already exist, the notices
contained in the Source Code, if any, in each file of the Source Code of all Your Modifications,
and cause the modified files to carry prominent notices stating that You changed the files
and the date of any change.
2.3 You expressly acknowledge and agree that although ContractPal and each Contributor grants
the licenses to their respective portions of the Covered Code set forth herein, no assurances
are provided by ContractPal or any Contributor that the Covered Code does not infringe the
patent or other intellectual property rights of any other entity. ContractPal and each Contributor
disclaim any liability to You for claims brought by any other entity based on infringement of
intellectual property rights or otherwise.
3. Your Grants. In consideration of, and as a condition to, the licenses granted to You under
this License, You hereby grant to ContractPal and all third parties a non-exclusive,
royalty-free license, under Your Applicable Patent Rights and other intellectual property
rights (other than patent) owned or controlled by You, to use, reproduce, display, perform,
modify, distribute and Deploy Your Modifications of the same scope and extent as ContractPal's
licenses under Section 2.
4. Larger Works. You may create a Larger Work by combining Covered Code with other code
not governed by the terms of this License and deploy the Larger Work as a single product.
In each such instance, You must make sure the requirements of this License are fulfilled
for the Covered Code or any portion thereof.
5. Limitations on Patent License. Except as expressly stated in Section 2, no
other patent rights, express or implied, are granted by ContractPal herein. Modifications
and/or Larger Works may require additional patent licenses from ContractPal which
ContractPal may grant in its sole discretion.
6. Additional Terms. You may choose to offer, and to charge a fee for, warranty,
support, indemnity or liability obligations and/or other rights consistent with this
License ("Additional Terms") to one or more recipients of Covered Code. However, You
may do so only on Your own behalf and as Your sole responsibility, and not on behalf
of ContractPal or any Contributor. You must obtain the recipient's agreement that any
such Additional Terms are offered by You alone, and You hereby agree to indemnify,
defend and hold ContractPal and every Contributor harmless for any liability incurred
by or claims asserted against ContractPal or such Contributor by reason of any such
Additional Terms.
7. Versions of the License. ContractPal may publish revised and/or new versions of
this License from time to time. Each version will be given a distinguishing version number.
Once Original Code has been published under a particular version of this License,
You may 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 this License published
by ContractPal. No one other than ContractPal has the right to modify the terms applicable
to Covered Code created under this License.
8. NO WARRANTY OR SUPPORT. The Covered Code may contain in whole or in part pre-release,
untested, or not fully tested works. The Covered Code may contain errors that could
cause failures or loss of data, and may be incomplete or contain inaccuracies. You
expressly acknowledge and agree that use of the Covered Code, or any portion thereof,
is at Your sole and entire risk. THE COVERED CODE IS PROVIDED "AS IS" AND WITHOUT WARRANTY,
UPGRADES OR SUPPORT OF ANY KIND AND CONTRACTPAL AND CONTRACTPAL'S LICENSOR(S) (COLLECTIVELY
REFERRED TO AS "CONTRACTPAL" FOR THE PURPOSES OF SECTIONS 8 AND 9) AND ALL CONTRIBUTORS EXPRESSLY
DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY,
OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NONINFRINGEMENT
OF THIRD PARTY RIGHTS. ContractPal AND EACH CONTRIBUTOR DOES NOT WARRANT AGAINST INTERFERENCE
WITH YOUR ENJOYMENT OF THE COVERED CODE, THAT THE FUNCTIONS CONTAINED IN THE COVERED CODE
WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE COVERED CODE WILL BE UNINTERRUPTED
OR ERROR-FREE, OR THAT DEFECTS IN THE COVERED CODE WILL BE CORRECTED. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY ContractPal, A ContractPal AUTHORIZED REPRESENTATIVE OR ANY
CONTRIBUTOR SHALL CREATE A WARRANTY. You acknowledge that the Covered Code is not intended
for use in the operation of nuclear facilities, aircraft navigation, communication systems,
or air traffic control machines in which case the failure of the Covered Code could lead
to death, personal injury, or severe physical or environmental damage.
9. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT
SHALL ContractPal OR ANY CONTRIBUTOR BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL,
INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO
THIS LICENSE OR YOUR USE OR INABILITY TO USE THE COVERED CODE, OR ANY PORTION THEREOF,
WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS
LIABILITY OR OTHERWISE, EVEN IF ContractPal OR SUCH CONTRIBUTOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE
OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OF INCIDENTAL
OR CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND, SO THIS LIMITATION MAY NOT APPLY TO YOU.
In no event shall ContractPal's or any Contributor's total liability to You for all
damages (other than as may be required by applicable law) under this License exceed
the amount of five hundred dollars ($500.00).
10. Trademarks. This License does not grant any rights to use the trademarks or trade
names "ContractPal" or any other trademarks or trade names belonging to ContractPal
(collectively "ContractPal Marks") or to any trademark or trade name belonging to
any Contributor ("Contributor Marks"). No ContractPal Marks or Contributor Marks may
be used to endorse or promote products derived from the Original Code or Covered Code
other than with the prior written consent of ContractPal or the Contributor, as
applicable.
11. Ownership. Subject to the licenses granted under this License, each
Contributor retains all rights, title and interest in and to any Modifications made
by such Contributor. ContractPal retains all rights, title and interest in and to the
Original Code and any Modifications made by or on behalf of ContractPal ("ContractPal
Modifications"), and such ContractPal Modifications will not be automatically subject
to this License. ContractPal may, at its sole discretion, choose to license such
ContractPal Modifications under this License, or on different terms from those contained
in this License or may choose not to license them at all.
12. Termination.
12.1 Termination. This License and the rights granted hereunder will terminate:
(a) automatically without notice if You fail to comply with any term(s) of this License
and fail to cure such breach within 30 days of becoming aware of such breach; (b)
immediately in the event of the circumstances described in Section 13.5(b); or (c)
automatically without notice if You, at any time during the term of this License,
commence an action for patent infringement (including as a cross claim or counterclaim)
against ContractPal or any Contributor.
12.2 Effect of Termination. Upon termination, You agree to immediately stop any
further use, reproduction, modification, sublicensing and distribution of the Covered Code
and to destroy all copies of the Covered Code that are in your possession or control.
All sublicenses to the Covered Code that have been properly granted prior to termination
shall survive any termination of this License. Provisions which, by their nature, should
remain in effect beyond the termination of this License shall survive, including but not
limited to Sections 3, 5, 8, 9, 10, 11, 12.2 and 13. No party will be liable to any other
for compensation, indemnity or damages of any sort solely as a result of terminating this
License in accordance with its terms, and termination of this License will be without
prejudice to any other right or remedy of any party.
13. Miscellaneous.
13.1 Government End Users. The Covered Code is a "commercial item" as defined in
FAR 2.101. Government software and technical data rights in the Covered Code include
only those rights customarily provided to the public as defined in this License. This
customary commercial license in technical data and software is provided in accordance
with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of
Defense purchases, DFAR 252.227-7015 (Technical Data -- Commercial Items) and 227.7202-3
(Rights in Commercial Computer Software or Computer Software Documentation). Accordingly,
all U.S. Government End Users acquire Covered Code with only those rights set forth herein.
13.2 Relationship of Parties. This License will not be construed as creating an
agency, partnership, joint venture or any other form of legal association between or
among you, ContractPal or any Contributor, and You will not represent to the contrary,
whether expressly, by implication, appearance or otherwise.
13.3 Independent Development. Nothing in this License will impair ContractPal's
or any Contributor's right to acquire, license, develop, have others develop for it,
market and/or distribute technology or products that perform the same or similar functions
as, or otherwise compete with, Modifications, Larger Works, technology or products
that You may develop, produce, market or distribute.
13.4 Waiver; Construction. Failure by ContractPal or any Contributor to enforce
any provision of this License will not be deemed a waiver of future enforcement of that
or any other provision. Any law or regulation which provides that the language of a
contract shall be construed against the drafter will not apply to this License.
13.5 Severability. (a) If for any reason a court of competent jurisdiction
finds any provision of this License, or portion thereof, to be unenforceable, that
provision of the License will be enforced to the maximum extent permissible so as
to effect the economic benefits and intent of the parties, and the remainder of this
License will continue in full force and effect. (b) Notwithstanding the foregoing,
if applicable law prohibits or restricts You from fully and/or specifically complying
with Sections 2 and/or 3 or prevents the enforceability of either of those Sections,
this License will immediately terminate and You must immediately discontinue any use
of the Covered Code and destroy all copies of it that are in your possession or control.
13.6 Dispute Resolution. Any litigation or other dispute resolution between
You and ContractPal relating to this License shall take place in the United States District
Court of Utah, and You and ContractPal hereby consent to the personal jurisdiction of,
and venue in, the state and federal courts within that District with respect to this
License. The application of the United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded.
13.7 Entire Agreement; Governing Law. This License constitutes the entire
agreement between the parties with respect to the subject matter hereof. This License
shall be governed by the laws of the United States and the State of Utah, except that
body of Utah law concerning conflicts of law.
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