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TranXML® Open Source License Agreement 

PURPOSE


The purpose of this TranXML® Open Source License Agreement (the “License”) is to set forth the terms and conditions for the use of the Covered Work, as defined below. This License applies to the Original Work, and to any Modifications, which is collectively referred to as the “Covered Work” as such terms are defined in this License. The Covered Work is distributed for free. This License is designed to ensure that you have the right to obtain the Covered Work, distribute copies of the Covered Work, make Modifications to the Covered Work, or otherwise use portions of the Covered Work in new free code. Consistent with the foregoing, however, you have specific responsibilities regarding the Covered Work and any Modifications. These restrictions are designed to ensure that others cannot deny you the rights granted in this License, or require you to surrender these rights. Activities other than copying, distribution and modification are not covered by this License; they are outside its scope. The act of running the Covered Work is not restricted, and the output from the Covered Work is covered only if its contents constitute a Modification (independent of having been made by running the Covered Work).

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY – IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT GIVEN ANY RIGHTS TO THE COVERED WORK HEREUNDER. WHERE COVERED WORK IS BEING DOWNLOADED, IF AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE, CLICK ON THE BOX LABELED "I ACCEPT" AND THE COVERED WORK WILL BE DOWNLOADED TO YOUR COMPUTER. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE, CLICK ON THE BOX LABELED "I DO NOT ACCEPT", AT WHICH POINT YOU WILL RETURN TO THE APPROPRIATE HOME PAGE WITHOUT THE COVERED WORK BEING DOWNLOADED.

DEFINITIONS

“Original Work” means the original TranXML® markup language described in the notice required by Exhibit A and which, at the time of its release under this License, is not already Covered Work governed by this License.

“Covered Work” means the Original Work, Modifications, or the combination of the Original Work and Modifications, in each case including portions thereof.

“Modification(s)” means any work that in whole or in part contains or is derived from the Covered Work or any part thereof.

“Larger Work” means a work which combines Covered Work, or portions thereof, with code not covered by the terms of this License.

“Initial Developer” means Transentric, a division of Union Pacific Corporation.

“Contributor” means any individual or entity that creates or contributes to the creation of Modifications. To the extent you create Modifications, you shall also be considered a “Contributor” for the purpose of this License.

“Contributor Version” means the combination of the Original Work, prior Modifications used by the Contributor, and the Modifications made by that particular Contributor.

“You” means an individual or a legal entity exercising rights under, and complying with all of the terms of, this License or a future version of this License. For legal entities, "You" includes any entity which controls, is controlled by, or is under common control with You. For purposes of this definition, "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.

“Source Code” means the preferred form of the Covered Work for making Modifications.

“Executable(s)” means Covered Work in any form other than Source Code.

GRANT OF LICENSE

The Initial Developer Grant. Subject to the terms and conditions of this License, the Initial Developer hereby grants You a world-wide, royalty-free, non-exclusive license, subject to third party intellectual property claims:

to use, reproduce, modify, display, perform, sublicense and distribute the Original Work (or portions thereof) with or without Modifications, or as part of a Larger Work; and 
under patents now or hereafter owned or controlled by Initial Developer, to make, have made, use and sell ("Utilize") the Original Work (or portions thereof), but solely to the extent that any such patent is reasonably necessary to enable You to Utilize the Original Work (or portions thereof) and not to any greater extent than may be necessary to Utilize further Modifications or combinations. 
Contributor Grant. Subject to the terms and conditions of this License, each Contributor hereby grants You a world-wide, royalty-free, non-exclusive license, subject to third party intellectual property claims:

to use, reproduce, modify, display, perform, sublicense and distribute the Modifications created by such Contributor (or portions thereof) either on an unmodified basis, with other Modifications, as Covered Work or as part of a Larger Work; and 
under patents now or hereafter owned or controlled by Contributor, to Utilize the Contributor Version (or portions thereof), but solely to the extent that any such patent is reasonably necessary to enable You to Utilize the Contributor Version (or portions thereof), and not to any greater extent than may be necessary to Utilize further Modifications or combinations. 
Trademark Grant. The Initial Developer owns or has the rights to the following trademark: “TranXML®” (the “Licensed Trademark”). The Initial Developer hereby grants you a nonexclusive, nontransferable license to use its Licensed Trademark subject to the following restrictions:

Use of the Licensed Trademark shall be permitted only for the limited purpose of indicating the Initial Developer as the copyright holder in and to the Original Work; 
The Licensed Trademarks shall be placed prominently in all packaging, advertising and promotional materials used by you in distributing the Covered Work in a manner consistent with the Initial Developer’s use of the Licensed Trademark, or as otherwise reasonably directed by the Initial Developer; 
You acknowledges that all right, title and interest in and to the Licensed Trademark is and shall remain with the Initial Developer; 
You agree that you will do nothing inconsistent with such ownership and that all use of the Licensed Trademark shall inure to the benefit of and on behalf of the Initial Developer; 
Nothing in this License shall give you any right, title or interest in the Licensed Trademark other than the right to use the Licensed Trademark in accordance with this License; 
You further agree that you shall make no claim to or against the Initial Developer’s title to the Licensed Trademark, or register the same or any mark confusingly similar to the Licensed Trademarks; 
Except as required in any copyright notice set forth in this License, nothing in this License shall give you the right to use the name or trademarks of any Contributors without their specific, written permission; 
TERMS AND CONDITIONS OF LICENSE

Original Work. You may use, copy and distribute verbatim copies of the Original Work as you receive it, in any medium, provided that you: 
conspicuously and appropriately publish on each copy the appropriate attribution and disclaimer of warranty as set forth in this License; 
keep intact all the notices that refer to this License and to the absence of any warranty; and 
give any other recipients of the Original Work a copy of this License along with the Original Work. 
You may charge a fee for the physical act of transferring a copy of the Original Work, and you may at your option offer warranty protection in exchange for a fee, all at your own risk as set forth in this License.

Modifications to Covered Work. You may modify your copy or copies of the Covered Work or any portion of it, thus forming a Modification, and copy and distribute such Modifications under the terms of this License, provided that you also meet all of these conditions:

You meet the attribution obligations set forth in this License; 
You must cause any work that you distribute or publish, that in whole or in part contains or is derived from the Covered Work or any part thereof, to be licensed as a whole at no charge to all third parties under the terms of this License; and 
If the Modification normally reads commands interactively when run, you must cause it, when started running for such interactive use in the most ordinary way, to print or display an announcement including an appropriate copyright notice and a notice disclaiming any warranty (or else, saying that you provide a warranty) and that users may redistribute the Modifications under these conditions, and telling the user how to view a copy of this License. Your Modification is not required to print an announcement if the Modification itself is interactive but does not normally print such an announcement. 
Required Notices. You must cause all Covered Work to which you contribute to contain a file documenting the changes you made to create that Covered Work and the date of any change. You must duplicate the notice in Exhibit A in each file of the Covered Work, and this License in any documentation for the Covered Work, where you describe recipients' rights relating to Covered Work. This notice includes the name of the Initial Developer and any Contributor, and must be conspicuously placed in (a) the Source Code, and (b) in any Executable or related documentation in which you describe the origin or ownership of the Covered Work. If You created one or more Modification(s), You may add your name as a Contributor to the notice described in Exhibit A. If it is not possible to put such notice in a particular source code file due to its structure, then you must include such notice in a location (such as a relevant directory file) where a user would be likely to look for such a notice. You may choose to offer, and to charge a fee for, warranty, support, indemnity or liability obligations to one or more recipients of Covered Work. However, you may do so only on your own behalf, and not on behalf of the Initial Developer or any Contributor. You must make it absolutely clear than any such warranty, support, indemnity or liability obligation is offered by you alone, and you hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of warranty, support, indemnity or liability terms you offer. You may create a Larger Work by combining Covered Work with other code not governed by the terms of this License and distribute the Larger Work as a single product. In such a case, you must make sure the requirements of this License are fulfilled for the Covered Work.

Distribution of Covered Work. You may copy and distribute the Covered Work as an Executable under the terms of this License provided that you also do one of the following:

Accompany it with the complete corresponding machine-readable Source Code, which must be distributed as set forth in this License on a medium customarily used for software interchange; or, 
Accompany it with a written offer, valid for at least three years, to give any third party, for a charge no more than your cost of physically performing source distribution, a complete machine-readable copy of the corresponding Source Code, to be distributed as set forth in this License on a medium customarily used for software interchange; or 
Accompany it with the information you received as to the offer to distribute corresponding Source Code. (This alternative is allowed only for noncommercial distribution and only if you received the program as an Executable with such an offer, in accord with the above.) 
For an Executable work, Source Code must include all the Source Code for all modules the Executable contains, plus any associated interface definition files, plus the scripts used to control compilation and installation of the executable. However, as a special exception, the Source Code distributed need not include anything that is normally distributed (in either source or binary form) with the major components (compiler, kernel, and so on) of the operating system on which the Executable runs, unless that component itself accompanies the Executable. If distribution of an Executable is made by offering access to copy from a designated place, then offering equivalent access to copy the Source Code from the same place counts as distribution of the Source Code, even though third parties are not compelled to copy the Source Code along with the Executable. 
Other Distribution Obligations. The Modifications which You create or to which You contribute are governed by the terms of this License. The Source Code version of the Covered Work may be distributed only under the terms of this License or a future version of this License, and you must include a copy of this License with every copy of the Covered Work you distribute. You may not offer or impose any terms on any Covered Work version that alters or restricts the applicable version of this License or the recipients' rights hereunder. These requirements apply to the Modification as a whole. If identifiable sections of that work are not derived from the Covered Work, and can be reasonably considered independent and separate works in themselves, then this License, and its terms, do not apply to those sections when you distribute them as separate works. When you distribute the same sections as part of a Larger Work, the distribution of the Larger Work must be on the terms of this License, whose permissions for other licensees extend to the Larger Work, and thus to each and every part regardless of who wrote it. It is not the intent of this section to claim rights or contest your rights to work written entirely by you; rather, the intent is to exercise the right to control the distribution of derivative or collective works based on the Covered Work. In addition, mere aggregation of independent and separate work(s) with the Covered Work on a volume of a storage or distribution medium does not bring the other work under the scope of this License. You may distribute the Executable version of Covered Work under a license of your choice, which may contain terms different from this License, provided that You are in compliance with the terms of this License and that the license for the executable version does not attempt to limit or alter the recipient's rights in the source code version from the rights set forth in this License. If you distribute the executable version under a different license, you must make it absolutely clear that any terms which differ from this License are offered by You alone, not by the Initial Developer or any Contributor. You hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of any such terms you offer.

RESTRICTIONS

You may not copy, modify, sublicense, or distribute the Covered Work except as expressly provided under this License. Any attempt otherwise to copy, modify, sublicense or distribute the Covered Work is void, and will automatically terminate your rights under this License. However, parties who have received copies, or rights, from you under this License will not have their licenses terminated so long as such parties remain in full compliance. You are not required to accept this License, since you have not signed it. However, nothing else grants you permission to modify or distribute the Covered Work or its Modifications. These actions are prohibited by law if you do not accept this License. Therefore, by modifying or distributing the Covered Work (or any work based on the Covered Work), you indicate your acceptance of this License to do so, and all its terms and conditions for copying, distributing or modifying the Covered Work or works based on it.

If it is impossible for You to comply with any of the terms of this License with respect to some or all of the Covered Work due to statute or regulation, then You must: (a) comply with the terms of this License to the maximum extent possible; and (b) describe the limitations and the code they affect. Such description must be included with all distributions of the Covered Work. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill to be able to understand it. If you cannot distribute so as to satisfy simultaneously your obligations under this License and any other pertinent obligations (whether by court order, agreement or otherwise), then as a consequence you may not distribute the Covered Work at all. For example, if a patent license would not permit royalty-free redistribution of the Covered Work by all those who receive copies directly or indirectly through you, then the only way you could satisfy both the court order and this License would be to refrain entirely from distribution of the Covered Work. The purpose of this restriction is to ensure the integrity of the free distribution of the Covered Work.

DISCLAIMER OF WARRANTY

COVERED WORK IS PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COVERED WORK IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED WORK IS WITH YOU, AND NEITHER THE INTIAL DEVELOPER NOR ANY CONTRIBUTOR IS UNDER ANY MAINTENANCE OR ENFORCEMENT OBLIGATION CONCERNING THE COVERED WORK AND THIS LICENSE. SHOULD ANY COVERED WORK PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE INITIAL DEVELOPER OR ANY OTHER CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COVERED WORK IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

TERMINATION

This License and the rights granted hereunder will terminate automatically if you fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. All sublicenses to the Covered Work which are properly granted shall survive any termination of this License. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL THE INITIAL DEVELOPER, ANY OTHER CONTRIBUTOR, OR ANY DISTRIBUTOR OF COVERED WORK, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER 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 SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH COVERED WORK FAILS FOR ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

U.S. GOVERNMENT END USERS

The Covered Work is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire Covered Work with only those rights set forth herein.

MISCELLANEOUS

This License represents the complete agreement concerning subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by the laws of the State of Missouri, without regard to its choice of law rules as though all acts and omissions related to this Agreement occurred in that State. With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in, the United States of America: [IF ARBITRATION SOUGHT: (a) unless otherwise agreed in writing, all disputes relating to this License (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration, with the losing party paying all costs of arbitration; (b) any arbitration relating to this Agreement shall be held in St. Louis, Missouri, under the auspices of the American Arbitration Association; and (c)] any litigation relating to this Agreement shall be subject to the jurisdiction of the state and federal courts of Missouri, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License.

RESPONSIBILITY FOR CLAIMS

You are responsible for damages arising, directly or indirectly, out of your utilization of rights under this License, based on the number of copies of Covered Work you made available, the revenues you received from utilizing such rights, and other relevant factors. You agree to work with affected parties to distribute responsibility on an equitable basis.

VERSIONS OF LICENSE 

The Initial Developer may publish revised and/or new versions of the License from time to time. Each version will be given a distinguishing version number. Once Covered Work has been published under a particular version of the License, you may always continue to use it under the terms of that version. You may also choose to use such Covered Code under the terms of any subsequent version of the License published by the Initial Developer. No one other than the Initial Developer has the right to modify the terms applicable to Covered Work created under this License.

XML STATEMENT

It is the Initial Developer’s intent that software which is free of any claims beyond the terms and conditions of this License be compatible with the GNU General Public License (“GPL”) [http://www.gnu.org/copyleft/gpl.html] and WorldWide Web Consortium Recommendation Extensible Markup Language Specification [http://www.w3.org/Consortium/Legal]

EXHIBIT A

"The contents of this file are subject to the TranXML® Public License Version 1.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.tranxml.org. Software distributed under the License is distributed on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License. The Initial Developer of the Original Code is Transentric, a division of Union Pacific Corporation. Copyright © 2000-2001. Portions created by Contributor are Copyright © 2001. All Rights Reserved.

Contributor(s):
Kyle Miller, Gregg Dieckhaus, John Lutz, Randy Morin, Fred Domke
