annual maintenance agreement - artefactual · archivematica software maintenance agreement annual...

Archivematica Software Maintenance Agreement

Annual maintenance agreement$24,999 per year

Support for an Archivematica software installation on your servers. Includes support for AtoM software. Direct telephone or [email protected] access to our support technicians during business

hours. Guaranteed one business day response to email and voicemail messages. All support incidents will result in either an answer to your question, a solution to your problem,

or an issue filed in our bug tracking system with a release priority. Remote login (VPN/SSH) by our technicians for initial installation, upgrade,troubleshooting,

and support. Twelve support tickets for noncritical issues.

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Software maintenance agreement

Support Agreement Number: 2013xx

This Agreement ("Agreement") is made and entered into and effective this _____ day of_______________, ______ by and between Artefactual Systems Inc. ("Artefactual"), having itsprincipal place of business at 202 26 Lorne Mews, New Westminster, British Columbia, CanadaV3M 3L7 and ________________________________________________ ("Client"), having itsprincipal place of business at:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________

WHEREAS, the Client has decided to use certain software as specified in Exhibit A of this Agreement("Covered Software") pursuant to a free software license issued by Artefactual as specified in Exhibit Eof this Agreement ("Software License"); and

WHEREAS, Client wishes to have Artefactual provide maintenance and support services pursuant tothe terms and conditions of this Agreement;

NOW, THEREFORE, the parties agree as follows:

I. Incorporation of documents

A. The following documents are attached hereto and, by this reference, incorporated in thisAgreement:

Exhibit A Covered Sites and Software

Exhibit B Authorized Client Contacts

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Exhibit C Services and Fees

Exhibit D Additional Services

Exhibit E Software License

Exhibit F Covered Software Configuration

II. Remedial supportA. Severity 1: Produces a high priority situation in which those components of the Covered

Software that are available to the general public are inoperable or fail catastrophically.1. RESPONSE: The Client shall notify Artefactual via email ([email protected]) or

phone (16045272056) of the Severity 1 problem.2. Artefactual will provide a response by a qualified member of its personnel to begin to

diagnose and to correct a Severity 1 problem as soon as reasonably possible duringregular business hours 09:00 to 17:00 Pacific Time (UTC8 standard time; UTC7daylight savings time), Monday to Friday and excluding statutory Canadian holidays.

3. Artefactual will respond via email to the “Authorized Client Contacts” listed in Exhibit Bwithin one (1) hour if the issue is reported during the support hours listed above, or thenext day if reported outside of support hours, to provide a status update on theresolution process.

4. Artefactual will exercise best efforts to resolve Severity 1 problems as soon as possible.5. The resolution to the Severity 1 problem will be delivered as a resumption of operation

of the Covered Software.6. Artefactual will email the the Authorized Client Contacts, to notify them when the

Covered Software is operational again and to identify any related Severity 2 or Severity3 issues that were part of the original problem or which were introduced as aworkaround or emergency fix to remedy the Severity 1 issue.

7. Artefactual may, if required, revert to a previous backup of Client data to resolve aSeverity 1 issue that results from incorrect or corrupt data. In no case shall Artefactualbe held responsible for data loss that may occur when reverting to a previous databackup when it is necessary to resolve a Severity 1 issue.

B. Severity 2: Produces a high priority situation in which the performance (throughput orresponse) of the Covered Software degrades substantially under reasonable loads, such that

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there is a severe impact on use; the Covered Software is usable, but materially incomplete; oneor more functions or commands is inoperable; or the use is otherwise significantly impacted.

1. RESPONSE: Client shall notify Artefactual via email ([email protected]) orphone (16045272056) of the Severity 2 problem.

2. Artefactual will provide a response by a qualified member of its personnel to begin todiagnose and to correct a Severity 2 problem as soon as reasonably possible duringregular business hours 09:00 to 17:00 Pacific Time (UTC8 standard time; UTC7daylight savings time), Monday to Friday and excluding statutory Canadian holidays.

3. Artefactual will respond via email to the “Authorized Client Contacts” listed in Exhibit Bwithin four (4) hours if the issue is reported during regular business hours (see above),or the next business day if reported outside business hours, to provide a status updateon the status of the resolution process.

4. Artefactual will exercise best efforts to resolve Severity 2 problems within five (5)business days.

5. The resolution to the Severity 2 problem will be delivered to the Client as aworkaround, or as a software code patch to the Covered Software, or as aconfiguration change to the web server hosting the Covered Software. Those issueswhich are applicable to users of the Covered Software other than the Client will be filedin the public issuetracking system and the fixes applied to the next release of theCovered Software.

6. Artefactual will email the Authorized Client Contacts to notify them when work torectify the Severity 2 issue has been completed, and to detail any Severity 3 issues thatwere part of the original problem or which were introduced as a workaround oremergency fix to remedy the Severity 2 issue.

C. Severity 3: Produces an inconvenient situation in which the Covered Software is usable, butdoes not provide a function in the most convenient or expeditious manner, and the user sufferslittle or no significant impact.

1. RESPONSE: Artefactual will exercise best efforts to resolve Severity 3 problems in thenext public release of the Covered Software.

2. Artefactual may, at it’s discretion, apply a software patch to the Covered Software toresolve a Severity 3 issues prior to the next public software release.

3. As per Article III of this Agreement, the Client may use a Support Ticket to request afix for a Severity 3 issue before the next public release of the Covered Software. Insuch instances, those issues which Artefactual deems applicable to users of the CoveredSoftware other than the Client will be filed in the public issue tracking system and thefixes applied to the next public release of the Covered Software.

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4. As per Article IV of this Agreement, Client also has the option to compensateArtefactual on a time and materials basis to develop and apply a prerelease fix for theSeverity 3 problem. In such instances, those issues which Artefactual deems applicableto users of the Covered Software other than the Client will be filed in the public issuetracking system and the fixes applied to the next public release of the CoveredSoftware.

III. Support ticketsA. Some support service products offered by Artefactual entitle Client to a limited number of

“Support Tickets”, which may be redeemed by Client to request technical support services fromArtefactual that fall outside the basic services guaranteed under this Agreement.

B. A Support Ticket may be redeemed by Client at any time during the Agreement term for:1. resolution of a Severity 3 issue before the next public release of the Covered Software,2. direct changes to data in the Covered Software database or search index (e.g. to

correct data that was incompletely or incorrectly imported),3. configuration changes to the Covered Software or server environment which are not

covered under Remedial Support Severity 1 or Severity 2 terms listed in Article II4. any other technical support services outside of the basic services guaranteed under this

Agreement, at Artefactual’s discretion.

C. A request to redeem a Support Ticket for technical support services must be made by Client toArtefactual, in written form, and must clearly describe the desired outcome of the requestedservices.

D. Artefactual will evaluate the estimated work required to deliver the requested services andprovide a written estimate of the work required to the Authorized Client Contacts listed inArticle B, or a written explanation of the reasons for declining to provide the requested services.

E. In general Artefactual will consider one Support Ticket to entitle the Client to up to four (4)hours of technical services by a qualified member of its personnel

F. Artefactual reserves the right to refuse any Support Ticket service request if Artefactualdetermines the requested service has the potential to adversely affect the security, performance,maintainability or functionality of the Covered Software, or for other reasons that Artefactualdetermines not to be in the best interests of the Archivematica or AtoM software project,

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Artefactual, or the Client. In the case that a Support Ticket request is refused by Artefactual,the Support Ticket shall be considered “unused” and may be redeemed by the Client at anylater date within the Agreement term, for any other support request as per the conditions andterms specified in this Article.

G. Support Tickets have no cash value and may not be transferred, exchanged or sold.

H. Support Tickets are only valid for the duration of this Agreement. If at any time this Agreementis cancelled, then any unused hosting Support Tickets are considered null and void and may notbe redeemed.

I. The Client is entitled to twelve (12) Support Tickets for the duration of this Agreement.

J. If this Agreement is renewed at the end of the current term, then any unused hosting SupportTickets will be considered null and void, and Client shall be issued a number of hosting SupportTickets equal to the amount granted in the initial agreement. Unused hosting Support Ticketsmay not be carried over or accumulated when renewing the Agreement.

IV. Maintenance servicesA. As requested by the Client during the term of this Agreement and as per the clauses within this

Agreement, Artefactual will liaise with Client personnel to install and configure a productionsystem instance of the Covered Software. Upon completion of the initial installation Artefactualwill document the Covered Software configuration and submit to the Client as Exhibit F to thisAgreement.

B. As requested by the Client during the term of this Agreement, Artefactual will perform systemmonitoring, problem diagnosis, reconfiguration and tuning, and resolution for the CoveredSoftware as well as interfacing with Client personnel on production system issues, to the extentpossible and under the Remedial support terms in Article II of this Agreement.

C. Artefactual shall upgrade the Covered Software within ninety (90) days of any new publicrelease. Artefactual will provide Maintenance Services for previous releases of the CoveredSoftware for a minimum period of twelve (12) months following the general availability of a newrelease or software update. After this time, Artefactual shall have no further responsibility forsupporting and maintaining the prior releases.

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D. Artefactual assumes no responsibility for the correctness of, performance of, or any resultingincompatibilities with, current or future releases of the Covered Software if the Client has madechanges to the system hardware/software configuration, virtualization platform, network orsecurity software or modifications to any supplied source code which changes affect theperformance of the Covered Software and were made without prior notification and writtenapproval by Artefactual.

E. Artefactual assumes no responsibility for the operation or performance of any Clientwritten orthirdparty application (except any third party software embedded in the Covered Software).

V. Services not includedA. Maintenance Services do not include any of the following:

1. Custom programming services2. Transportation or travel accommodation expenses for onsite visits3. Support of any software not listed as Covered Software4. Outofpocket and reasonable expenses, including hardware and related supplies5. Any other activity set forth in Article VI of this Agreement

VI. Time and materials servicesA. Fees for Artefactual's time and material services are listed in Exhibit C of this Agreement. Under

the terms of this Agreement, time and materials services include:

B. Per Call Support. Visits by Artefactual personnel to the Covered Sites can be provided forrelated activities to supplement the services provided under this Agreement. Tasks performedunder Per Call Support include, but are not limited to, Maintenance Services performed onsiteat Covered Sites or elsewhere, installation of additional hardware, training of Client personnel,business consulting and consulting for nonArtefactual applications. At any time, Client mayrequest Per Call Support. All requests will be documented by a work order from Client toArtefactual and response by Artefactual will be on a best efforts basis. The minimum callduration is two (2) hours. Client will be billed on a time and materials basis for the performanceof the requested service including expenses for travel and travelrelated expenses outside of theMetro Vancouver area. Travel and travelrelated expenses in excess of CAD$500 require theprior approval of Client.

C. For NonArtefactual Problems. In the event that Client notifies Artefactual of a problem

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experienced by Client in connection with the operation of the Covered Software, Artefactualshall respond as provided in Article II, above. Artefactual will notify the “Authorized ClientContacts” listed in Exhibit B if the cause of such problem is not an error, defect ornonconformity in the Covered Software. Artefactual will provide troubleshooting diagnosis toAuthorized Client Contacts. The Authorized Client Contacts may request in writing thatArtefactual personnel continue best efforts to troubleshoot, diagnose, and offer resolution advicefor the nonArtefactual problems. As per Article VI.D. of this agreement, the Client shallcompensate Artefactual for all work performed by Artefactual in connection therewith, on atime and materials basis, unless otherwise agreed by the parties in writing at the time, plusexpenses. Expenses for travel and travelrelated expenses outside of the Metro Vancouver areain excess of CAD$500 require the prior approval of Client.

D. For NonArtefactual Software. Upon request and reasonable notice from Client, Artefactualwill provide assistance in the installation, upgrades or troubleshooting of nonArtefactualsoftware on a time and materials basis, plus expenses. NonArtefactual software consists of anysoftware not specifically listed in Exhibit A, Section II, including the following:

1. Networking software, security software, traffic monitoring software, virtualizationsoftware and other system software not listed in Exhibit A;

2. Clientdeveloped software; and3. Thirdparty software (except third party software embedded in the Covered Software).

VII. Covered softwareA. This Agreement covers the site(s), software components described in Exhibit A and the

software configuration described in Exhibit F.

VIII. AccessA. Software Maintenance is conditioned upon provision by Client to Artefactual of reasonable

appropriate access to the system(s) running the Covered Software, including, but not limited to,passwords, system data, file transfer capabilities, and remote logincapabilities via Secure Shell(SSH) protocol or Virtual Private Network (VPN). Artefactual will maintain security of thesystem and use such access only for the purposes of this Agreement and will comply withClient's standard security procedures. Information accessed by Artefactual personnel as a resultof accessing Client's system shall be deemed confidential information.

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B. Client shall also use commercially reasonable efforts to provide an active voice telephone line ateach site which is available continuously when required for support access.

IX. FeesA. Maintenance Fees. Fees for Maintenance Services provided under this Agreement are

contained in Exhibit C.

B. Time and Materials Fees. Fees for Time and Materials services provided under this Agreementare contained in Exhibit C.

C. Expenses. Client agrees to reimburse Artefactual for reasonable expenses related to theperformance of services. Expenses may include, but are not limited to, charges for materials,freight, travel (including transportation, lodging and associated expenses), printing anddocumentation, and other outofpocket expenses reasonably required for performance ofservices. Expenses in excess of CAD$500 require the prior approval of Client.

X. PaymentA. Maintenance fees and fees for onsite support, if applicable, will be invoiced annually, thirty (30)

days in advance of the agreement expiry date.

B. The charges for time and materials services and any expenses as described in this Agreementwill be invoiced each month for charges (services, material and expenses) incurred in theprevious month.

C. All undisputed invoices shall be due and payable within thirty (30) days of the date of theinvoice. A service charge of 1.5% per month or the lawful prevailing rate, whichever is lower,will be applied to all invoices which are past due. Such charges shall apply from the date Clientis notified that the amount is past due.

XI. Support agreement numberA. For purposes of problem notification, it is necessary for Client to utilize the Agreement Number

shown on page 1 of this Agreement.

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XII. Exclusion of liabilityA. ARTEFACTUAL MAKES AND CLIENT RECEIVES NO WARRANTY EXPRESS OR

IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OFMERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.

B. CLIENT ACKNOWLEDGES AND AGREES THAT THE MAINTENANCE FEES ANDOTHER CHARGES WHICH ARTEFACTUAL IS CHARGING UNDER THISAGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BYARTEFACTUAL OF THE RISK OF CLIENT'S CONSEQUENTIAL OR INCIDENTALDAMAGES OR OF UNLIMITED DIRECT DAMAGES. ACCORDINGLY,ARTEFACTUAL SHALL HAVE NO LIABILITY WITH RESPECT TO ITSOBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY,OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.

C. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, INNO EVENT SHALL ARTEFACTUAL BE LIABLE HEREUNDER TO CLIENT FORCUMULATIVE DIRECT DAMAGES IN ANY AMOUNT GREATER THAN THAT PAIDBY CLIENT TO ARTEFACTUAL UNDER THIS AGREEMENT AS A MAINTENANCEFEE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THEACCRUAL OF THE CAUSE OF ACTION.

XIII. TaxesA. Client shall, in addition to the other amounts payable under this Agreement, pay all sales and

other taxes, national, provincial, state, or otherwise, however designated, which are levied orimposed by reason of transactions contemplated by this Agreement, except those which arise asa result of income, including withholding taxes or similar deductions. Without limiting theforegoing, Client shall promptly pay to Artefactual an amount equal to any such items actuallypaid, or required to be collected or paid by Artefactual.

XIV. GeneralA. Each party acknowledges that it is bound by the terms of this Agreement and further agrees that

it is the complete and exclusive statement of the Agreement between the parties, which

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supersedes and merges all prior proposals, understandings and all other Agreement with respectto software maintenance, oral and written, between the parties relating to this Agreement.

B. This Agreement may not be modified or altered except by a written instrument duly executed byboth parties.

C. This Agreement and performance hereunder shall be governed by and construed in accordancewith the laws of the Province of British Columbia, Canada as applied to transactions to becarried out wholly within British Columbia by British Columbia residents. Any and allproceedings relating to the subject matter hereof shall be maintained in the provincial courts ofBritish Columbia which courts shall have exclusive jurisdiction for such purpose. Each of theparties waives any objection to venue or in personam jurisdiction, provided that service iseffective.

D. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall in no way be affected orimpaired thereby.

E. Neither party may assign, without the prior written consent of the other, its rights, duties orobligations under this Agreement to any other person or entity, in whole or in part.

F. The waiver or failure of either party to exercise in any respect any right provided for herein shallnot be deemed a waiver of any further right hereunder.

G. This Agreement shall be binding upon and inure to the benefit of the parties' respectivesuccessors and permitted assigns. Neither party may assign this Agreement and/or any of itsrights and/or obligations hereunder without the prior written consent of the other party and anysuch attempted assignment shall be void, except that either party may assign this Agreementand/or any of its rights and/or obligations hereunder, upon written notice to the other party toanother entity in the event of that party's merger or consolidation with another entity, without theconsent of the other party, provided that the assignee is capable of fulfilling and intends to fulfillthe obligations of the assigning party under this Agreement. Each party may terminate thisAgreement in case there is a change of control of the other party, but shall not be entitled to anyrefund whatsoever and all amounts owing shall be immediately paid.

XV. Term and termination

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A. The term of this Agreement shall be for twelve (12) months.

B. Software Maintenance service shall remain in effect for the original twelve (12) months termand, thereafter, for renewal terms on a yeartoyear basis until terminated

1. by Client in the event the Covered Software is taken out of service and upon sixty (60)days' notice to Artefactual;

2. by either party upon sixty (60) days' notice prior to the expiration of the original twelve(12) months or any subsequent twelve (12) month renewal term;

3. by either party upon a default of the other party, such default remaining uncured forthirty (30) days from the date of written notice from the nondefaulting party to the otherspecifying such default; or

4. upon the bankruptcy or insolvency of Artefactual. Upon such termination, Artefactualshall refund to Client a portion of the maintenance fee prorated to reflect the date oftermination and neither Artefactual nor Client shall have any further obligationshereunder.

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VI. Support option election(s)A. By signing this Agreement, Client requests and Artefactual agrees to provide remote, offsite

software maintenance services on a per incident basis for a period of twelve (12) months inaccordance with the terms set forth in this Agreement.

B. IN WITNESS WHEREOF, each party has caused a counterpart of the original of thisAgreement to be executed as of the date first written above by its duly authorizedrepresentative.

On behalf of Artefactual Systems Inc: On behalf of the Client:

Signed: ________________________ Signed: ___________________________

Print Name: _____________________ Print Name: _______________________

Title: __________________________ Title: ____________________________

Date: __________________________ Date: _____________________________

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EXHIBIT ACOVERED SITES, SOFTWARE AND CONFIGURATION

I. Covered sitesA. This Agreement covers the following Client sites:

1. _________________________________________________

2. _________________________________________________

II. Covered softwareA. This Agreement covers the following software components at each site listed in Exhibit A,

Section I:

1. Archivematicai. as made available for public download at http://archivematica.org.ii. for the features and functionality documented in the enduser manual for the

most current public release.2. AccesstoMemory (AtoM)

i. as made available for public download at http://accesstomemory.org.ii. for the features and functionality documented in the enduser manual for the

most current public release.

B. The Covered Software may be installed directly on the hardware located at the Covered Siteslisted in Exhibit A, Section I, or on virtual machines at these same Covered Sites using theClient’s own hardware and server virtualization platform. A virtual machine is an isolatedsoftware container that can run its own operating systems and applications as if it were aphysical computer. A virtual machine behaves exactly like a physical computer and contains itown virtual (ie, softwarebased) CPU, RAM hard disk and network interface card (NIC). Eachvirtual machine is assigned its own Internet Protocol (IP) address.

C. Artefactual is responsible solely for supporting the Covered Software installed on the servers or

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virtual machines allocated by the Client to run the Covered Software. The Client is responsiblefor providing Artefactual with remote, administratorlevel access to the servers or virtualmachines which are running the Covered Software.

D. Artefactual is not responsible for the Client's server or virtual machine resource allocation, databackup, security, or network availability and response time except where those may be affectedby the operation of the Covered Software within the Client's servers or virtual machines.

III. Covered configurationA. This Agreement covers the configuration of the Covered Software as documented in Exhibit F:

Covered configuration.

IV. UpdatesA. Updates to software shall be applied remotely by Artefactual or, if necessary, onsite at the

locations listed in Exhibit A, Section I.

B. Updates to software documentation shall be made available for download athttp://archivematica.org and http://accesstomemory.org.

C. Any changes made by Artefactual, as per the terms of the Agreement, to the coveredconfiguration in Exhibit F shall be documented by Artefactual. Artefactual will distribute thisupdated documentation electronically via email to the Authorized Client Contacts listed inExhibit B.

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Exhibit BAUTHORIZED CLIENT CONTACTS

A. For purposes of this Agreement, the following individuals shall be designated per site as theauthorized Client support contacts:

B. SITE #1 at _______________________________________________:

Contact name Email address Phone number

1

2

3

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Exhibit CSERVICES AND FEES

I. Maintenance fee

A. The maintenance services described in Article III of this Agreement for the applications andconfiguration listed in Exhibit A of this Agreement will be provided for a fee of $24,999.00 peryear, plus applicable taxes, for the first year of this Agreement.

B. This fee will be adjusted at each anniversary date of this Agreement to the then current pricing.

C. Should additional software be licensed and installed at the Covered Site(s), the fee will beadjusted to reflect the additional software.

II. Time and materials fee

A. As per Article IV of this Agreement, Artefactual personnel may made available to the Client toaddress systemrelated tasks for a fee of CAD$125 per hour plus applicable taxes.

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Exhibit DADDITIONAL SERVICES

In addition to the Maintenance Services provided as per this Agreement, Artefactual will provideadditional services to the Client for the fee of CAD$ 125 per hour plus applicable taxes.

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EXHIBIT ESOFTWARE LICENSE

GNU AFFERO GENERAL PUBLIC LICENSEVersion 3, 19 November 2007

Copyright © 2007 Free Software Foundation, Inc. <http://fsf.org/>Everyone is permitted to copy and distribute verbatim copies of this license

document, but changing it is not allowed.

PreambleThe GNU Affero General Public License is a free, copyleft license for softwareand other kinds of works, specifically designed to ensure cooperation with thecommunity in the case of network server software.The licenses for most software and other practical works are designed to takeaway your freedom to share and change the works. By contrast, our GeneralPublic Licenses are intended to guarantee your freedom to share and change allversions of a programto make sure it remains free software for all itsusers.

When we speak of free software, we are referring to freedom, not price. OurGeneral Public Licenses are designed to make sure that you have the freedom todistribute copies of free software (and charge for them if you wish), that youreceive source code or can get it if you want it, that you can change thesoftware or use pieces of it in new free programs, and that you know you cando these things.

Developers that use our General Public Licenses protect your rights with twosteps: (1) assert copyright on the software, and (2) offer you this Licensewhich gives you legal permission to copy, distribute and/or modify thesoftware.

A secondary benefit of defending all users' freedom is that improvements madein alternate versions of the program, if they receive widespread use, becomeavailable for other developers to incorporate. Many developers of freesoftware are heartened and encouraged by the resulting cooperation. However,in the case of software used on network servers, this result may fail to comeabout. The GNU General Public License permits making a modified version andletting the public access it on a server without ever releasing its sourcecode to the public.

The GNU Affero General Public License is designed specifically to ensure that,in such cases, the modified source code becomes available to the community. It

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requires the operator of a network server to provide the source code of themodified version running there to the users of that server. Therefore, publicuse of a modified version, on a publicly accessible server, gives the publicaccess to the source code of the modified version.

An older license, called the Affero General Public License and published byAffero, was designed to accomplish similar goals. This is a different license,not a version of the Affero GPL, but Affero has released a new version of theAffero GPL which permits relicensing under this license.

The precise terms and conditions for copying, distribution and modificationfollow.

TERMS AND CONDITIONS

0. Definitions."This License" refers to version 3 of the GNU Affero General Public License."Copyright" also means copyrightlike laws that apply to other kinds of works,such as semiconductor masks.

"The Program" refers to any copyrightable work licensed under this License.Each licensee is addressed as "you". "Licensees" and "recipients" may beindividuals or organizations.

To "modify" a work means to copy from or adapt all or part of the work in afashion requiring copyright permission, other than the making of an exactcopy. The resulting work is called a "modified version" of the earlier work ora work "based on" the earlier work.

A "covered work" means either the unmodified Program or a work based on theProgram.

To "propagate" a work means to do anything with it that, without permission,would make you directly or secondarily liable for infringement underapplicable copyright law, except executing it on a computer or modifying aprivate copy. Propagation includes copying, distribution (with or withoutmodification), making available to the public, and in some countries otheractivities as well.

To "convey" a work means any kind of propagation that enables other parties tomake or receive copies. Mere interaction with a user through a computernetwork, with no transfer of a copy, is not conveying.

An interactive user interface displays "Appropriate Legal Notices" to theextent that it includes a convenient and prominently visible feature that (1)displays an appropriate copyright notice, and (2) tells the user that there isno warranty for the work (except to the extent that warranties are provided),that licensees may convey the work under this License, and how to view a copy

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of this License. If the interface presents a list of user commands or options,such as a menu, a prominent item in the list meets this criterion.

1. Source Code.The "source code" for a work means the preferred form of the work for makingmodifications to it. "Object code" means any nonsource form of a work.A "Standard Interface" means an interface that either is an official standarddefined by a recognized standards body, or, in the case of interfacesspecified for a particular programming language, one that is widely used amongdevelopers working in that language.

The "System Libraries" of an executable work include anything, other than thework as a whole, that (a) is included in the normal form of packaging a MajorComponent, but which is not part of that Major Component, and (b) serves onlyto enable use of the work with that Major Component, or to implement aStandard Interface for which an implementation is available to the public insource code form. A "Major Component", in this context, means a majoressential component (kernel, window system, and so on) of the specificoperating system (if any) on which the executable work runs, or a compilerused to produce the work, or an object code interpreter used to run it.

The "Corresponding Source" for a work in object code form means all the sourcecode needed to generate, install, and (for an executable work) run the objectcode and to modify the work, including scripts to control those activities.However, it does not include the work's System Libraries, or generalpurposetools or generally available free programs which are used unmodified inperforming those activities but which are not part of the work. For example,Corresponding Source includes interface definition files associated withsource files for the work, and the source code for shared libraries anddynamically linked subprograms that the work is specifically designed torequire, such as by intimate data communication or control flow between thosesubprograms and other parts of the work.The Corresponding Source need not include anything that users can regenerateautomatically from other parts of the Corresponding Source.The Corresponding Source for a work in source code form is that same work.

2. Basic Permissions.All rights granted under this License are granted for the term of copyright onthe Program, and are irrevocable provided the stated conditions are met. ThisLicense explicitly affirms your unlimited permission to run the unmodifiedProgram. The output from running a covered work is covered by this Licenseonly if the output, given its content, constitutes a covered work. ThisLicense acknowledges your rights of fair use or other equivalent, as providedby copyright law.

You may make, run and propagate covered works that you do not convey, withoutconditions so long as your license otherwise remains in force. You may conveycovered works to others for the sole purpose of having them make modifications

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exclusively for you, or provide you with facilities for running those works,provided that you comply with the terms of this License in conveying allmaterial for which you do not control copyright. Those thus making or runningthe covered works for you must do so exclusively on your behalf, under yourdirection and control, on terms that prohibit them from making any copies ofyour copyrighted material outside their relationship with you.

Conveying under any other circumstances is permitted solely under theconditions stated below. Sublicensing is not allowed; section 10 makes itunnecessary.

3. Protecting Users' Legal Rights From AntiCircumvention Law.No covered work shall be deemed part of an effective technological measureunder any applicable law fulfilling obligations under article 11 of the WIPOcopyright treaty adopted on 20 December 1996, or similar laws prohibiting orrestricting circumvention of such measures.When you convey a covered work, you waive any legal power to forbidcircumvention of technological measures to the extent such circumvention iseffected by exercising rights under this License with respect to the coveredwork, and you disclaim any intention to limit operation or modification of thework as a means of enforcing, against the work's users, your or third parties'legal rights to forbid circumvention of technological measures.

4. Conveying Verbatim Copies.You may convey verbatim copies of the Program's source code as you receive it,in any medium, provided that you conspicuously and appropriately publish oneach copy an appropriate copyright notice; keep intact all notices statingthat this License and any nonpermissive terms added in accord with section 7apply to the code; keep intact all notices of the absence of any warranty; andgive all recipients a copy of this License along with the Program.You may charge any price or no price for each copy that you convey, and youmay offer support or warranty protection for a fee.

5. Conveying Modified Source Versions.You may convey a work based on the Program, or the modifications to produce itfrom the Program, in the form of source code under the terms of section 4,provided that you also meet all of these conditions:

a.The work must carry prominent notices stating that you modified it, andgiving a relevant date.

b.The work must carry prominent notices stating that it is released underthis License and any conditions added under section 7. This requirementmodifies the requirement in section 4 to "keep intact all notices".

c.You must license the entire work, as a whole, under this License toanyone who comes into possession of a copy. This License will thereforeapply, along with any applicable section 7 additional terms, to thewhole of the work, and all its parts, regardless of how they are

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packaged. This License gives no permission to license the work in anyother way, but it does not invalidate such permission if you haveseparately received it.

d.If the work has interactive user interfaces, each must displayAppropriate Legal Notices; however, if the Program has interactiveinterfaces that do not display Appropriate Legal Notices, your work neednot make them do so.

A compilation of a covered work with other separate and independent works,which are not by their nature extensions of the covered work, and which arenot combined with it such as to form a larger program, in or on a volume of astorage or distribution medium, is called an "aggregate" if the compilationand its resulting copyright are not used to limit the access or legal rightsof the compilation's users beyond what the individual works permit. Inclusionof a covered work in an aggregate does not cause this License to apply to theother parts of the aggregate.

6. Conveying NonSource Forms.You may convey a covered work in object code form under the terms of sections4 and 5, provided that you also convey the machinereadable CorrespondingSource under the terms of this License, in one of these ways:

a.Convey the object code in, or embodied in, a physical product (includinga physical distribution medium), accompanied by the Corresponding Sourcefixed on a durable physical medium customarily used for softwareinterchange.

b.Convey the object code in, or embodied in, a physical product (includinga physical distribution medium), accompanied by a written offer, validfor at least three years and valid for as long as you offer spare partsor customer support for that product model, to give anyone who possessesthe object code either (1) a copy of the Corresponding Source for allthe software in the product that is covered by this License, on adurable physical medium customarily used for software interchange, for aprice no more than your reasonable cost of physically performing thisconveying of source, or (2) access to copy the Corresponding Source froma network server at no charge.

c.Convey individual copies of the object code with a copy of the writtenoffer to provide the Corresponding Source. This alternative is allowedonly occasionally and noncommercially, and only if you received theobject code with such an offer, in accord with subsection 6b.

d.Convey the object code by offering access from a designated place(gratis or for a charge), and offer equivalent access to theCorresponding Source in the same way through the same place at nofurther charge. You need not require recipients to copy theCorresponding Source along with the object code. If the place to copythe object code is a network server, the Corresponding Source may be ona different server (operated by you or a third party) that supportsequivalent copying facilities, provided you maintain clear directions

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next to the object code saying where to find the Corresponding Source.Regardless of what server hosts the Corresponding Source, you remainobligated to ensure that it is available for as long as needed tosatisfy these requirements.

e.Convey the object code using peertopeer transmission, provided youinform other peers where the object code and Corresponding Source of thework are being offered to the general public at no charge undersubsection 6d.

A separable portion of the object code, whose source code is excluded from theCorresponding Source as a System Library, need not be included in conveyingthe object code work.

A "User Product" is either (1) a "consumer product", which means any tangiblepersonal property which is normally used for personal, family, or householdpurposes, or (2) anything designed or sold for incorporation into a dwelling.In determining whether a product is a consumer product, doubtful cases shallbe resolved in favor of coverage. For a particular product received by aparticular user, "normally used" refers to a typical or common use of thatclass of product, regardless of the status of the particular user or of theway in which the particular user actually uses, or expects or is expected touse, the product. A product is a consumer product regardless of whether theproduct has substantial commercial, industrial or nonconsumer uses, unlesssuch uses represent the only significant mode of use of the product.

"Installation Information" for a User Product means any methods, procedures,authorization keys, or other information required to install and executemodified versions of a covered work in that User Product from a modifiedversion of its Corresponding Source. The information must suffice to ensurethat the continued functioning of the modified object code is in no caseprevented or interfered with solely because modification has been made.

If you convey an object code work under this section in, or with, orspecifically for use in, a User Product, and the conveying occurs as part of atransaction in which the right of possession and use of the User Product istransferred to the recipient in perpetuity or for a fixed term (regardless ofhow the transaction is characterized), the Corresponding Source conveyed underthis section must be accompanied by the Installation Information. But thisrequirement does not apply if neither you nor any third party retains theability to install modified object code on the User Product (for example, thework has been installed in ROM).The requirement to provide Installation Information does not include arequirement to continue to provide support service, warranty, or updates for awork that has been modified or installed by the recipient, or for the UserProduct in which it has been modified or installed. Access to a network may bedenied when the modification itself materially and adversely affects theoperation of the network or violates the rules and protocols for communicationacross the network.

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Corresponding Source conveyed, and Installation Information provided, inaccord with this section must be in a format that is publicly documented (andwith an implementation available to the public in source code form), and mustrequire no special password or key for unpacking, reading or copying.

7. Additional Terms."Additional permissions" are terms that supplement the terms of this Licenseby making exceptions from one or more of its conditions. Additionalpermissions that are applicable to the entire Program shall be treated asthough they were included in this License, to the extent that they are validunder applicable law. If additional permissions apply only to part of theProgram, that part may be used separately under those permissions, but theentire Program remains governed by this License without regard to theadditional permissions.When you convey a copy of a covered work, you may at your option remove anyadditional permissions from that copy, or from any part of it. (Additionalpermissions may be written to require their own removal in certain cases whenyou modify the work.) You may place additional permissions on material, addedby you to a covered work, for which you have or can give appropriate copyrightpermission.Notwithstanding any other provision of this License, for material you add to acovered work, you may (if authorized by the copyright holders of thatmaterial) supplement the terms of this License with terms:

a.Disclaiming warranty or limiting liability differently from the terms ofsections 15 and 16 of this License; or

b.Requiring preservation of specified reasonable legal notices or authorattributions in that material or in the Appropriate Legal Noticesdisplayed by works containing it; or

c.Prohibiting misrepresentation of the origin of that material, orrequiring that modified versions of such material be marked inreasonable ways as different from the original version; or

d.Limiting the use for publicity purposes of names of licensors or authorsof the material; or

e.Declining to grant rights under trademark law for use of some tradenames, trademarks, or service marks; or

f.Requiring indemnification of licensors and authors of that material byanyone who conveys the material (or modified versions of it) withcontractual assumptions of liability to the recipient, for any liabilitythat these contractual assumptions directly impose on those licensorsand authors.

All other nonpermissive additional terms are considered "furtherrestrictions" within the meaning of section 10. If the Program as you receivedit, or any part of it, contains a notice stating that it is governed by thisLicense along with a term that is a further restriction, you may remove thatterm. If a license document contains a further restriction but permitsrelicensing or conveying under this License, you may add to a covered work

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material governed by the terms of that license document, provided that thefurther restriction does not survive such relicensing or conveying.

If you add terms to a covered work in accord with this section, you mustplace, in the relevant source files, a statement of the additional terms thatapply to those files, or a notice indicating where to find the applicableterms.Additional terms, permissive or nonpermissive, may be stated in the form of aseparately written license, or stated as exceptions; the above requirementsapply either way.

8. Termination.You may not propagate or modify a covered work except as expressly providedunder this License. Any attempt otherwise to propagate or modify it is void,and will automatically terminate your rights under this License (including anypatent licenses granted under the third paragraph of section 11).However, if you cease all violation of this License, then your license from aparticular copyright holder is reinstated (a) provisionally, unless and untilthe copyright holder explicitly and finally terminates your license, and (b)permanently, if the copyright holder fails to notify you of the violation bysome reasonable means prior to 60 days after the cessation.Moreover, your license from a particular copyright holder is reinstatedpermanently if the copyright holder notifies you of the violation by somereasonable means, this is the first time you have received notice of violationof this License (for any work) from that copyright holder, and you cure theviolation prior to 30 days after your receipt of the notice.Termination of your rights under this section does not terminate the licensesof parties who have received copies or rights from you under this License. Ifyour rights have been terminated and not permanently reinstated, you do notqualify to receive new licenses for the same material under section 10.

9. Acceptance Not Required for Having Copies.You are not required to accept this License in order to receive or run a copyof the Program. Ancillary propagation of a covered work occurring solely as aconsequence of using peertopeer transmission to receive a copy likewise doesnot require acceptance. However, nothing other than this License grants youpermission to propagate or modify any covered work. These actions infringecopyright if you do not accept this License. Therefore, by modifying orpropagating a covered work, you indicate your acceptance of this License to doso.

10. Automatic Licensing of Downstream Recipients.Each time you convey a covered work, the recipient automatically receives alicense from the original licensors, to run, modify and propagate that work,subject to this License. You are not responsible for enforcing compliance bythird parties with this License.

An "entity transaction" is a transaction transferring control of an

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organization, or substantially all assets of one, or subdividing anorganization, or merging organizations. If propagation of a covered workresults from an entity transaction, each party to that transaction whoreceives a copy of the work also receives whatever licenses to the work theparty's predecessor in interest had or could give under the previousparagraph, plus a right to possession of the Corresponding Source of the workfrom the predecessor in interest, if the predecessor has it or can get it withreasonable efforts.

You may not impose any further restrictions on the exercise of the rightsgranted or affirmed under this License. For example, you may not impose alicense fee, royalty, or other charge for exercise of rights granted underthis License, and you may not initiate litigation (including a crossclaim orcounterclaim in a lawsuit) alleging that any patent claim is infringed bymaking, using, selling, offering for sale, or importing the Program or anyportion of it.

11. Patents.A "contributor" is a copyright holder who authorizes use under this License ofthe Program or a work on which the Program is based. The work thus licensed iscalled the contributor's "contributor version".A contributor's "essential patent claims" are all patent claims owned orcontrolled by the contributor, whether already acquired or hereafter acquired,that would be infringed by some manner, permitted by this License, of making,using, or selling its contributor version, but do not include claims thatwould be infringed only as a consequence of further modification of thecontributor version. For purposes of this definition, "control" includes theright to grant patent sublicenses in a manner consistent with the requirementsof this License.Each contributor grants you a nonexclusive, worldwide, royaltyfree patentlicense under the contributor's essential patent claims, to make, use, sell,offer for sale, import and otherwise run, modify and propagate the contents ofits contributor version.

In the following three paragraphs, a "patent license" is any express agreementor commitment, however denominated, not to enforce a patent (such as anexpress permission to practice a patent or covenant not to sue for patentinfringement). To "grant" such a patent license to a party means to make suchan agreement or commitment not to enforce a patent against the party.

If you convey a covered work, knowingly relying on a patent license, and theCorresponding Source of the work is not available for anyone to copy, free ofcharge and under the terms of this License, through a publicly availablenetwork server or other readily accessible means, then you must either (1)cause the Corresponding Source to be so available, or (2) arrange to depriveyourself of the benefit of the patent license for this particular work, or (3)arrange, in a manner consistent with the requirements of this License, toextend the patent license to downstream recipients. "Knowingly relying" means

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you have actual knowledge that, but for the patent license, your conveying thecovered work in a country, or your recipient's use of the covered work in acountry, would infringe one or more identifiable patents in that country thatyou have reason to believe are valid.

If, pursuant to or in connection with a single transaction or arrangement, youconvey, or propagate by procuring conveyance of, a covered work, and grant apatent license to some of the parties receiving the covered work authorizingthem to use, propagate, modify or convey a specific copy of the covered work,then the patent license you grant is automatically extended to all recipientsof the covered work and works based on it.

A patent license is "discriminatory" if it does not include within the scopeof its coverage, prohibits the exercise of, or is conditioned on thenonexercise of one or more of the rights that are specifically granted underthis License. You may not convey a covered work if you are a party to anarrangement with a third party that is in the business of distributingsoftware, under which you make payment to the third party based on the extentof your activity of conveying the work, and under which the third partygrants, to any of the parties who would receive the covered work from you, adiscriminatory patent license (a) in connection with copies of the coveredwork conveyed by you (or copies made from those copies), or (b) primarily forand in connection with specific products or compilations that contain thecovered work, unless you entered into that arrangement, or that patent licensewas granted, prior to 28 March 2007.Nothing in this License shall be construed as excluding or limiting anyimplied license or other defenses to infringement that may otherwise beavailable to you under applicable patent law.

12. No Surrender of Others' Freedom.If conditions are imposed on you (whether by court order, agreement orotherwise) that contradict the conditions of this License, they do not excuseyou from the conditions of this License. If you cannot convey a covered workso as to satisfy simultaneously your obligations under this License and anyother pertinent obligations, then as a consequence you may not convey it atall. For example, if you agree to terms that obligate you to collect a royaltyfor further conveying from those to whom you convey the Program, the only wayyou could satisfy both those terms and this License would be to refrainentirely from conveying the Program.

13. Remote Network Interaction; Use with the GNU General Public License.Notwithstanding any other provision of this License, if you modify theProgram, your modified version must prominently offer all users interactingwith it remotely through a computer network (if your version supports suchinteraction) an opportunity to receive the Corresponding Source of yourversion by providing access to the Corresponding Source from a network serverat no charge, through some standard or customary means of facilitating copyingof software. This Corresponding Source shall include the Corresponding Source

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for any work covered by version 3 of the GNU General Public License that isincorporated pursuant to the following paragraph.Notwithstanding any other provision of this License, you have permission tolink or combine any covered work with a work licensed under version 3 of theGNU General Public License into a single combined work, and to convey theresulting work. The terms of this License will continue to apply to the partwhich is the covered work, but the work with which it is combined will remaingoverned by version 3 of the GNU General Public License.

14. Revised Versions of this License.The Free Software Foundation may publish revised and/or new versions of theGNU Affero General Public License from time to time. Such new versions will besimilar in spirit to the present version, but may differ in detail to addressnew problems or concerns.

Each version is given a distinguishing version number. If the Programspecifies that a certain numbered version of the GNU Affero General PublicLicense "or any later version" applies to it, you have the option of followingthe terms and conditions either of that numbered version or of any laterversion published by the Free Software Foundation. If the Program does notspecify a version number of the GNU Affero General Public License, you maychoose any version ever published by the Free Software Foundation.

If the Program specifies that a proxy can decide which future versions of theGNU Affero General Public License can be used, that proxy's public statementof acceptance of a version permanently authorizes you to choose that versionfor the Program.

Later license versions may give you additional or different permissions.However, no additional obligations are imposed on any author or copyrightholder as a result of your choosing to follow a later version.

15. Disclaimer of Warranty.THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLELAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OROTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHEREXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TOTHE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAMPROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR ORCORRECTION.

16. Limitation of Liability.IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANYCOPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MODIFIES AND/OR CONVEYS THE PROGRAMAS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL,SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE ORINABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR

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DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES ORA FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCHHOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Interpretation of Sections 15 and 16.If the disclaimer of warranty and limitation of liability provided abovecannot be given local legal effect according to their terms, reviewing courtsshall apply local law that most closely approximates an absolute waiver of allcivil liability in connection with the Program, unless a warranty orassumption of liability accompanies a copy of the Program in return for a fee.

END OF TERMS AND CONDITIONS

How to Apply These Terms to Your New ProgramsIf you develop a new program, and you want it to be of the greatest possibleuse to the public, the best way to achieve this is to make it free softwarewhich everyone can redistribute and change under these terms.To do so, attach the following notices to the program. It is safest to attachthem to the start of each source file to most effectively state the exclusionof warranty; and each file should have at least the "copyright" line and apointer to where the full notice is found.

<one line to give the program's name and a brief idea of what it does.> Copyright (C) <year> <name of author>

This program is free software: you can redistribute it and/or modify it under the terms of the GNU Affero General Public License as published by the Free Software Foundation, either version 3 of the License, or (at your option) any later version.

This program is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Affero General Public License for more details.

You should have received a copy of the GNU Affero General Public License along with this program. If not, see <http://www.gnu.org/licenses/>.

Also add information on how to contact you by electronic and paper mail.If your software can interact with users remotely through a computer network,you should also make sure that it provides a way for users to get its source.For example, if your program is a web application, its interface could displaya "Source" link that leads users to an archive of the code. There are manyways you could offer source, and different solutions will be better fordifferent programs; see section 13 for the specific requirements.You should also get your employer (if you work as a programmer) or school, ifany, to sign a "copyright disclaimer" for the program, if necessary. For moreinformation on this, and how to apply and follow the GNU AGPL, see

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<http://www.gnu.org/licenses/>.

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http://www.google.com/url?q=http%3A%2F%2Fwww.gnu.org%2Flicenses%2F&sa=D&sntz=1&usg=AFQjCNFnr2jMTkZr2MjK7ZrTSh2fA8SobA


EXHIBIT FCOVERED SOFTWARE CONFIGURATION

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