OSP Toolkit Code

OSP Toolkit Software License Agreement

THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS TRANSNEXUS PUBLIC
LICENSE ("AGREEMENT").  ANY USE OF THE PROGRAM OR USE, REPRODUCTION OR 
DISTRIBUTION OF A DERIVATIVE WORK OF THE PROGRAM CONSTITUTES LICENSEE'S 
ACCEPTANCE OF THIS AGREEMENT.

1. GRANT OF RIGHTS
a) Subject to the terms of this Agreement, TransNexus grants to Licensee a 
limited, non-exclusive, worldwide, royalty-free copyright license to use 
the TransNexus OSP Toolkit ("Program") to prepare derivative works of the 
Program ("Derivative Works") and to reproduce, use, distribute and sublicense
the Derivative Works.

b) Licensee understands that although TransNexus grants the license as set 
forth herein, no assurances are provided by TransNexus that the Program does 
not infringe the patent or other intellectual property rights of any other 
entity. TransNexus disclaims any liability to Licensee for claims brought by 
any other entity based on infringement of intellectual property rights or 
otherwise. As a condition to exercising the rights and licenses granted 
hereunder, each Licensee hereby assumes sole responsibility to secure any 
other intellectual property rights needed, if any. For example, if a third 
party patent license is required to allow Licensee to use the Program or to 
use, reproduce or distribute Derivative Works, it is Licensee's 
responsibility to acquire that license before taking any such action.

2. REQUIREMENTS
A Licensee may choose to distribute Derivative Works under its own license 
agreement, provided that:

a) The name "TransNexus" must not be used to endorse or promote products 
derived from the Program without prior written permission.

b) Products derived from the Program may not be called "TransNexus", nor may 
"TransNexus" appear in their name, without prior written permission of 
TransNexus.

3. COMMERCIAL DISTRIBUTION
Commercial distributors of software may accept certain responsibilities with 
respect to end users, business partners and the like. While this license is 
intended to facilitate the commercial preparation, use and distribution of 
Derivative Works, the Licensee who includes one or more Derivative Works in a 
commercial product offering should do so in a manner which does not create 
potential liability for TransNexus. Therefore, if a Licensee includes a 
Derivative Work in a commercial product offering, such Licensee ("Commercial
Licensee") hereby agrees to defend and indemnify TransNexus against any losses,
damages and costs (collectively "Losses") arising from claims, lawsuits and 
other legal actions brought by a third party against TransNexus to the extent
caused by the acts or omissions of such Commercial Licensee in connection with
its distribution of the Derivative Work in a commercial product offering. 
TransNexus will: a) promptly notify the Commercial Licensee in writing of such
claim, and b) allow the Commercial Licensee to control, and cooperate with the 
Commercial Licensee in, the defense and any related settlement negotiations. 
TransNexus may participate in any such claim at its own expense. For example, 
a Licensee might include a Derivative Work in a commercial product offering, 
Product X. That Licensee is then a Commercial Licensee. If that Commercial 
Licensee then makes performance claims, or offers warranties related to 
Product X, those performance claims and warranties are such Commercial 
Licensee's responsibility alone. Under this section, the Commercial Licensee
would have to defend claims against TransNexus related to those performance 
claims and warranties, and if a court requires TransNexus to pay any damages 
as a result, the Commercial Licensee must pay those damages.

4. NO WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS PROVIDED ON AN
"AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR 
IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, 
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Each 
Licensee is solely responsible for determining the appropriateness of using the
Program and using, reproducing, or distributing Derivative Works and assumes 
all risks associated with its exercise of rights under this Agreement, 
including but not limited to the risks and costs of program errors, compliance
with applicable laws, damage to or loss of data, software programs or 
equipment, and unavailability or interruption of operations.

5. DISCLAIMER OF LIABILITY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER LICENSEE NOR 
TRANSNEXUS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, 
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION 
LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN 
CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING
IN ANY WAY OUT OF THE USE OF THE PROGRAM OR USE, REPRODUCTION OR DISTRIBUTION
OF DERIVATIVE WORKS OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. GENERAL
If any provision of this Agreement is invalid or unenforceable under applicable
law, it shall not affect the validity or enforceability of the remainder of the
terms of this Agreement, and without further action by the parties hereto, such
provision shall be reformed to the minimum extent necessary to make such 
provision valid and enforceable. If Licensee institutes patent litigation 
against TransNexus with respect to a patent applicable to software (including
a cross-claim or counterclaim in a lawsuit), then any patent licenses granted
by TransNexus to such Licensee under this Agreement shall terminate as of the
date such litigation is filed. In addition, If Licensee institutes patent 
litigation against any entity (including a cross-claim or counterclaim in a
lawsuit) alleging that the Program itself (excluding combinations of the 
Program with other software or hardware) infringes such Licensee's patent(s),
then such Licensee's rights granted under Section 1 shall terminate as of the
date such litigation is filed. All Licensee's rights under this Agreement 
shall terminate if it fails to comply with any of the material terms or 
conditions of this Agreement and does not cure such failure in a reasonable
period of time after becoming aware of such noncompliance. If all Licensee's
rights under this Agreement terminate, Licensee agrees to cease use of the
Program and use, reproduction or distribution of Derivative Works as soon as
reasonably practicable (and not later than 30 days from the termination date).
However, Licensee's obligations under this Agreement and any licenses granted
by Licensee relating to the Program or Derivative Works shall continue and 
survive.  TransNexus may publish new versions (including revisions) of this
Agreement from time to time. Each new version of the Agreement will be given
a distinguishing version number.  Derivative Works may always be distributed
by the Licensee subject to the version of the Agreement under which the
underlying Program was received.  After a new version of the Agreement is
published, TransNexus may elect to distribute the Program under the new
version. No one other than TransNexus has the right to modify this Agreement. 
Except as expressly stated in Section 1 above, Licensee receives no rights or
licenses to the intellectual property of TransNexus under this Agreement, 
whether expressly, by implication, estoppel or otherwise. All rights in the 
Program not expressly granted under this Agreement are reserved by TransNexus.

This Agreement is governed by the laws of the State of Georgia, USA; 
notwithstanding any conflicts of law provision, and the intellectual property
laws of the United States of America. No party to this Agreement will bring 
a legal action under this Agreement more than one year after the cause of 
action arose. Each party waives its rights to a jury trial in any resulting 
litigation. TransNexus, Inc. is a Delaware corporation located at 
430 Tenth St NW
Suite N-204
Atlanta, GA 30318, USA.