| LUCENT TECHNOLOGIES INC. |
| SPIN SOFTWARE PUBLIC LICENSE AGREEMENT |
| |
| PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING. |
| BY CLICKING ON THE "ACCEPT" BUTTON BELOW, OR BY DOWNLOADING, |
| INSTALLING, USING, COPYING, MODIFYING OR DISTRIBUTING THE |
| SOFTWARE OR DERIVATIVE WORKS THEREOF, YOU ARE CONSENTING TO |
| BE BOUND BY THIS AGREEMENT. |
| IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, |
| CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW AND THE |
| INSTALLATION/DOWNLOAD PROCESS WILL NOT CONTINUE. |
| |
| 1. DEFINITIONS |
| 1.1 |
| "Agreement" means this Lucent Technologies Inc. SPIN Software Public License Agreement. |
| |
| 1.2 |
| "Contributor(s)" means any individual or entity that creates or contributes to a |
| Modification of the Original Software. |
| |
| 1.3 |
| "Licensee" means an individual or a legal entity entering into and exercising rights |
| under this Agreement or future versions thereof. |
| For the purposes hereunder, Licensee includes any entity that controls, is controlled by, |
| or is under common control with Licensee. For purposes of this definition, "control" |
| means (i) the power, direct or indirect, to cause the direction or management of such |
| entity, whether by contract or otherwise; |
| or (ii) ownership of fifty percent (50%) or more of the controlling shares or beneficial |
| ownership of such entity. Licensee is also referred to herein as "You". |
| |
| 1.4 |
| "Licensed Software" means the Original Software, Modifications, or any combination |
| of the Original Software and Modifications. |
| |
| 1.5 |
| "LUCENT" means Lucent Technologies Inc., a Delaware corporation having an office |
| at 600 Mountain Ave., Murray Hill, NJ 07974, its related companies and/or affiliates. |
| |
| 1.6 |
| "SPIN Software" means the source code for the logic model checking system named SPIN, |
| developed, copyrighted, and distributed by LUCENT. |
| |
| 1.7 |
| "Modification(s)" means any addition, deletion, change, or improvement to the Original |
| Software or prior Modifications thereto. Modifications do not include additions to the |
| Original Software or prior Modifications which (i) are separate modules of software which |
| may be distributed in conjunction with Licensed Software; or (ii) are not derivative works |
| of the Licensed Software itself. |
| |
| 1.8 |
| "Object Code" means machine readable software code. |
| |
| 1.9 |
| "Original Contributor" means LUCENT. |
| |
| 1.10 |
| "Original Software" means the SPIN Software, in both Source Code form and Object Code |
| form, and any associated documentation as originally developed by Original Contributor, |
| and as originally furnished under this Agreement. |
| |
| 1.11 |
| "Recipient" means any individual or legal entity receiving the Licensed Software under |
| this Agreement, including all Contributors, or receiving the Licensed Software under |
| another license agreement as authorized herein. |
| |
| 1.12 |
| "Source Code" means human readable software code. |
| |
| 2.0 GRANT of Rights |
| 2.1 |
| Subject to the terms of this Agreement, Original Contributor grants to Licensee, a royalty-free, nonexclusive, |
| non-transferable, worldwide license, subject to third party intellectual property claims, to use, reproduce, |
| modify, execute, display, perform, distribute and sublicense, the Original Software (with or without |
| Modifications) in Source Code form and/or Object Code form for commercial and/or non-commercial purposes |
| subject to the terms of this Agreement. This grant includes a nonexclusive and non-transferable license under |
| any patents which Original Contributor has a right to license and which, but for this license, are unavoidably |
| and necessarily infringed by the execution of the inherent functionality of the Original Software in the form |
| furnished under this Agreement. Nothing contained herein shall be construed as conferring by implication, |
| estoppel or otherwise any license or right under any existing or future patent claim which is directed to a |
| combination of the functionality of the Original Software with the functionality of any other software programs, |
| or a combination of hardware systems other than the combination of the Original Software and the hardware or |
| firmware into which the Original Software is loaded. Distribution of Licensed Software to third parties pursuant |
| to this grant shall be subject to the same terms and conditions as set forth in this Agreement, and may, at your |
| option, include a reasonable charge for the cost of any media. You may also, at your option, charge for any |
| other software, product or service which includes or incorporates the Original Software as a part thereof. |
| |
| 2.2 |
| Subject to the terms of this Agreement, each Contributor grants to Licensee, a royalty-free, nonexclusive, non- |
| transferable, worldwide license, subject to third party intellectual property claims, to use, reproduce, modify, |
| execute, display, perform, distribute and sublicense, Modifications created by such Contributor in Source Code |
| form and/or Object Code form for commercial and/or non-commercial purposes subject to the terms of this |
| Agreement. This grant includes a nonexclusive and non-transferable license under any patents which such |
| Contributor has a right to license and which, but for this license, are unavoidably and necessarily infringed by |
| the execution of the inherent functionality of the Modifications in the form furnished under this Agreement. |
| Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or |
| right under any existing or future patent claim which is directed to a combination of the functionality of the |
| Modifications with the functionality of any other software programs, or a combination of hardware systems |
| other than the combination of Modifications and the hardware or firmware into which the Modifications are |
| loaded. Distribution of Modifications to third parties pursuant to this grant shall be subject to the same terms |
| and conditions as set forth in this Agreement, and may, at your option, include a reasonable charge for the cost |
| of any media. You may also, at your option, charge for any other software, product or service which includes or |
| incorporates the Original Software as a part thereof. |
| |
| 3.0 DISTRIBUTION OBLIGATIONS |
| 3.1 |
| Modifications which You create or to which You contribute are governed by the terms of this Agreement and |
| must be made available under the terms this Agreement in at least the same form as the Source Code version of |
| Licensed Software furnished hereunder. Any distribution by You of the Source Code version of Licensed |
| Software must be made under the terms of this Agreement or any future version of this Agreement under |
| Section 11.0, and You must include a copy of this Agreement with each and every copy of such Source Code |
| version of Licensed Software which You distribute. You may not offer or impose any terms on any such |
| Source Code version of Licensed Software that alters or restricts the terms of the applicable version of this |
| Agreement or the Recipients" rights and obligations hereunder. |
| |
| 3.2 |
| You must cause all Licensed Software to which You contribute, i.e. Your Modifications, to contain a clear |
| identification, e.g., a separate file, documenting the changes made by You and identifying You as the |
| Contributor that reasonably allows subsequent Recipients to identify the originator of the Modification. To the |
| extent You create at least one Modification, You may add Your name as a Contributor to the requisite notice |
| described in Section 3.3. |
| |
| 3.3 |
| With respect to Your distribution of Licensed Software (or any portion thereof), You must include the following |
| information in a conspicuous location governing such distribution (e.g., a separate file) and on all copies of any |
| Source Code version of Licensed Software You distribute: |
| "The contents herein includes software initially developed by Bell Laboratories, Lucent Technologies Inc., |
| and is subject to the terms of the Lucent Technologies Inc. SPIN Software Public License Agreement. |
| A copy of the SPIN Software Public License Agreement is available at: |
| |
| http://cm.bell-labs.com/cm/cs/what/spin/SPIN_public_license.txt |
| |
| or by contacting Lucent Technologies at spin_list@research.bell-labs.com. |
| |
| All software distributed under such Agreement is distributed on an "AS IS" basis, |
| WITHOUT WARRANTY OF ANY KIND, either express or implied. See the SPIN Software |
| Public License Agreement for the specific language governing all rights, obligations |
| and limitations under such Agreement. |
| Portions of the software developed by Lucent Technologies Inc. are Copyright 1989-2001. |
| All rights reserved. |
| Contributor(s):___________________________" |
| |
| 3.4 |
| You may distribute Licensed Software in Object Code form using this Agreement, or under a license of Your |
| choice provided that You are in compliance with this Agreement and Your license: (a) complies with the terms |
| and conditions of this Agreement; (b) does not limit or alter the Recipient"s rights and obligations in the Source |
| Code version of the Licensed Software set forth in this Agreement; (c) states that the Source Code version of |
| the Licensed Software is available from You, and describes how to it may be obtained by Recipient; (d) |
| effectively disclaims on behalf of Original Contributor and all Contributors all warranties and conditions, |
| express or implied, including warranties or conditions of title or non-infringement, and implied warranties or |
| conditions of merchantability and fitness for a particular purpose; (e) effectively excludes on behalf of Original |
| Contributor and all Contributors all liability for damages, including direct, indirect, special, incidental, and |
| consequential damages; and (f) clearly states that any terms which differ from this Agreement are offered by |
| You alone, not by Original Contributor or any other Contributor. You hereby agree to indemnify Original |
| Contributor or any other Contributor for any liability incurred by Original Contributor or any other Contributor |
| as result of any such differing terms You offer in Your license. |
| |
| 3.5 |
| You may not use the names "Lucent Technologies", "Bell Labs" or any other name associated with LUCENT |
| or any LUCENT trademark for any purposes other than as specifically provided in Section 3.0. |
| |
| 3.6 |
| You must include all of the original copyright, labels or other notices on the Licensed Software on any copies of |
| the Licensed Software which You make; and include with the distribution of any Modifications You create a |
| copy (or an offer to provide such a copy at no charge) of the Licensed Software, on the same terms as set forth |
| in this Agreement. |
| |
| 3.7 |
| While this Agreement contemplates the commercial use and distribution of Licensed Software, commercial |
| distributors of software may, for a variety of reasons, accept certain responsibilities with respect to customers, |
| licensees, business partners and the like. As such, if You or any Contributor include Licensed Software in a |
| commercial offering ("Commercial Contributor"), such Commercial Contributor agrees to defend and |
| indemnify Original Contributor and all other Contributors (collectively "Indemnified Contributors") against |
| any liability, losses, damages and costs arising from claims, lawsuits and other legal actions brought by any |
| third party against the Indemnified Contributors to the extent caused by the acts or omissions of such |
| Commercial Contributor in connection with its use or distribution of Licensed Software in a commercial |
| offering of any kind. |
| |
| 4.0 MODIFICATIONS. |
| You agree to provide the Original Contributor, at its request, with a copy of the complete |
| Source Code version, Object Code version and related documentation for Modifications created or contributed to by |
| You. Original Contributor and/or other Contributors shall have unrestricted, nonexclusive, worldwide, perpetual, |
| royalty-free rights, to use, reproduce, modify, display, perform, sublicense and distribute Your Modifications, and to |
| grant third parties the right to do so, including without limitation as a part of or with the Licensed Software; and |
| Original Contributor and/or other Contributors shall have the right to license or to otherwise transfer to third parties |
| Your Modifications without notice, obligation or recourse to You. You grant to Original Contributor, Contributors |
| and their respective licensees all rights and licenses (including patents) as are necessary to incorporate the |
| Modifications created or contribute by You into the Licensed Software and to use, distribute or otherwise exploit |
| such Licensed Software without payment or accounting to You. |
| |
| 5.0 TITLE. |
| Title, ownership rights, and intellectual property rights in the Original Software shall remain in the |
| Original Contributor. Original Contributor and/or the other Contributors reserve all rights not expressly granted to |
| You, and no other licenses are granted or implied. |
| The Licensed Software is protected by copyright laws and treaties. |
| |
| 6.0 TERMINATION |
| 6.1 |
| The licenses and rights granted under this Agreement shall terminate automatically if (i) You fail to comply |
| with all of the terms and conditions herein; or (ii) You initiate or participate in any intellectual property action |
| against Original Contributor and/or another Contributor. |
| |
| 6.2 |
| The rights and obligations of the parties hereto which by their nature would continue beyond termination of this |
| Agreement shall survive and continue after any such termination of this Agreement. |
| |
| 6.3 |
| Upon termination for any reason, You must destroy all copies of the Licensed Software in your possession. All |
| sublicenses of Licensed Software which were validly granted by You to third parties under this Agreement shall |
| survive such termination. |
| |
| 7.0 DISCLAIMER OF WARRANTY. |
| YOU UNDERSTAND AND ACKNOWLEDGE THAT, TO THE |
| FULLEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE IS LICENSED UNDER THIS |
| AGREEMENT FREE OF CHARGE ON AN "AS IS" BASIS WITH ALL FAULTS, LATENT AND PATENT |
| AND WITHOUT ANY WARRANTY OF ANY TYPE. ORIGINAL CONTRIBUTOR AND THE OTHER |
| CONTRIBUTORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED. BY |
| WAY OF EXAMPLE, BUT NOT OF LIMITATION, ORIGINAL CONTRIBUTOR AND THE OTHER |
| CONTRIBUTORS MAKE NO REPRESENTATIONS OF MERCHANTABILITY OR FITNESS FOR A |
| PARTICULAR PURPOSE OR THAT THE USE OF THE LICENSED SOFTWARE WILL NOT INFRINGE ANY |
| PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY AND IT SHALL BE |
| THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH |
| RESPECT TO THE ACQUISITION OF LICENSES UNDER PATENTS OR OTHER INTELLECTUAL |
| PROPERTY RIGHTS OF THIRD PARTIES. ORIGINAL CONTRIBUTOR AND THE OTHER |
| CONTRIBUTORS DO NOT WARRANT THAT THE FUNCTIONS OF THE LICENSED SOFTWARE WILL |
| MEET YOUR REQUIREMENTS OR THAT LICENSED SOFTWARE OPERATION WILL BE ERROR-FREE |
| OR UNINTERRUPTED. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE, OR |
| INABILITY TO USE, THE LICENSED SOFTWARE. ORIGINAL CONTRIBUTOR AND THE OTHER |
| CONTRIBUTORS BEAR NO RESPONSIBILITY FOR CORRECTING THE LICENSED SOFTWARE, |
| SUPPLYING ASSISTANCE FOR FIXING, OR FOR COMMUNICATING KNOWN ERRORS TO YOU |
| PERTAINING TO THE LICENSED SOFTWARE FURNISHED HEREUNDER. |
| |
| ORIGINAL CONTRIBUTOR AND THE OTHER CONTRIBUTORS SHALL NOT BE HELD TO ANY |
| LIABILITY WITH RESPECT TO ANY PATENT INFRINGEMENT OR ANY OTHER CLAIM MADE BY YOU |
| OR ANY THIRD PARTY ON ACCOUNT OF, OR ARISING FROM THE USE OF, THE LICENSED |
| SOFTWARE PROVIDED HEREUNDER. |
| |
| SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE |
| EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM |
| JURISDICTION TO JURISDICTION. |
| |
| 8.0 LIMITATION OF LIABILITY. |
| UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, |
| TORT, CONTRACT, OR OTHERWISE, SHALL ORIGINAL CONTRIBUTOR AND/OR THE OTHER |
| CONTRIBUTORS BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR DAMAGES OF ANY KIND |
| INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR |
| CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER 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 THE |
| ORIGINAL CONTRIBUTOR AND/OR ANY OTHER CONTRIBUTORS SHALL HAVE BEEN INFORMED OF |
| THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. |
| FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF |
| INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT |
| APPLY TO YOU. TO THE EXTENT THAT ANY EXCLUSION OF DAMAGES ABOVE IS NOT VALID, YOU |
| AGREE THAT IN NO EVENT WILL ORIGINAL CONTRIBUTOR"S AND ALL OTHER CONTRIBUTORS" |
| TOTAL LIABILITY UNDER OR RELATED TO THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS |
| ($1000.00 US). |
| |
| 9.0 EXPORT CONTROL. |
| You acknowledge that the Licensed Software hereunder is "publicly available" as the |
| term is defined under the United States export administration regulations and is not subject to export control under |
| such laws and regulations. However, if You modify the Licensed Software to change (or otherwise affect) such |
| publicly available status You agree that You alone are responsible for compliance with the United States export |
| administration regulations and hereby indemnify the Original Contributor and all other Contributors for any liability |
| incurred as a result of Your actions which resulted in any change in the export status of the Licensed Software as |
| furnished hereunder. |
| |
| 10.0 U.S. GOVERNMENT RIGHTS. |
| You may only acquire the Licensed Software on behalf of, or for delivery |
| to, any part of the United States Government, if the Licensed Software is treated as commercial computer software |
| and licensed to the Government under the terms and conditions of this Agreement, pursuant to the policies stated in |
| 48 C.F.R. Section 12.212 (October 1995) or 48 C.F.R. Section 227.7202 (June 1995), as applicable. |
| |
| 11.0 LICENSE VERSIONS. |
| LUCENT, at its sole discretion, may from time to time publish a revised and/or new |
| version of this Agreement (each such revised or new version shall carry a distinguishing version number) which |
| shall govern all copies of Licensed Software downloaded after the posting of such revised or new version of this |
| Agreement. |
| |
| 12.0 MISCELLANEOUS. |
| This Agreement sets forth the entire agreement and understanding between the parties |
| as to the subject matter hereof and merges all prior discussions between them. This Agreement shall be governed by |
| the laws of the State of New York, USA, excluding its conflict of law provisions. The application of the United |
| Nations Convention of Contracts for the International Sale of Goods is expressly excluded. |
| YOUR DOWNLOAD, INSTALLATION AND USE, MODIFICATION OR DISTRIBUTION OF THE LICENSED SOFTWARE IS |
| EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. You further |
| agree and acknowledge that by clicking on the "ACCEPT" button below, You shall have manifested acceptance to |
| enter into this Agreement and shall be deemed to have manually signed and executed this Agreement making this an |
| enforceable Agreement between the parties. If any provision of this Agreement is held to be unenforceable, such |
| provision shall be reformed only to the extent necessary to make it enforceable. |
| YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT |
| BY CLICKING ON THE "ACCEPT" BUTTON BELOW AND INSTALLING/DOWNLOADING THE |
| SOFTWARE YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. |
| |
| SPIN Software Public License " Version 1.0 " 05/15/01 |