License.txt

License Agreement

THE WORK (AS DEFINED HEREIN) ACCOMPANYING THIS LICENSE AGREEMENT ("AGREEMENT") IS PROVIDED BY THE AICC, A NON-PROFIT CORPORATION ORGANIZED UNDER THE LAWS OF Idaho (“LICENSOR”), TO YOU (“YOU” OR “LICENSEE”) ONLY UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. ANY USE, REPRODUCTION, DISTRIBUTION OR MODIFICATION OF THE WORK BY YOU CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. BY OBTAINING, USING, DISTRIBUTING, REPRODUCING AND/OR MODIFYING THE WORK, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND WILL COMPLY WITH THE FOLLOWING TERMS AND CONDITIONS.

1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, another entity, so long as such control exists. For purposes of this definition, with respect to a business entity, “control” means a majority vote of voting members.  In the event that such control ceases to exist, any grant of rights or other contractual powers granted to such Affiliate hereunder will be immediately withdrawn, and this Agreement as between Licensor and such Affiliate shall be terminated as set forth in Section 9, below.

“Compliance Test Suite” means any suite of computer programs (e.g., test tools), database schema, plans, procedures, checklists, documentation and the like developed or adopted by or for AICC and approved by AICC for the purpose of determining the compliance of an implementation of a Specification.

“Contribution” means a submission by Licensee or Other Licensee to Licensor in writing (including a writing in electronic medium) of a change, modification or addition to the Work for inclusion in future versions of the Work; and which such submission is accepted for inclusion in the Work by Licensor. Contributions do not include additions to the Work that: (i) are separate works distributed in conjunction with the Work under their own license agreement, and (ii) are not Derivative Works of the Work.
“Contributor” means any Licensee or any Other Licensee person or entity that submits a Contribution.

“Derivative Work” is as defined in the United States Copyright Act 17 U.S.C. § 101, and means any document, standard, specification, computer program, compilation, technical data, schema, XML instance document or similar work that includes or derives from major elements of the Work, whereby such major elements are protected by copyright, patent or any other recognized intellectual property right.

“AICC” means the Aviation Industry Computer Based Training Committee Corporation, a non-profit corporation organized under the laws of Idaho.

“Licensee” means you as a party to this Agreement to include all your Affiliates.

“Necessary Claims” means those claims of all patents and patent applications throughout the world, other than design patents and design registrations, whereby such claims are necessarily infringed by an implementation of a Work and which are within the bounds of the Scope, where such infringement could not have been avoided by another commercially feasible non-infringing implementation of such Work. Necessary Claims do not include any claims (i) other than those set forth above even if contained in the same patent as Necessary Claims or (ii) that read solely on an optional implementation example or optional reference implementation.

“Other Licensee” or “Other Licensees” means a third party licensee (or licensees) other than you, whereby such third party licensee has separately entered into this Agreement with Licensor, to include all Affiliates of such third party licensee.

“Scope” means the software interfaces disclosed with particularity in a Specification where the sole purpose of such disclosure is to enable products to interoperate, interconnect or communicate as defined within a Specification. Notwithstanding the foregoing, the Scope shall not include (i) any enabling technologies that may be necessary to make or use any product or portion thereof that complies with a Specification, but are not themselves expressly set forth in a Specification (e.g., compiler technology, object oriented technology, basic operating system technology); (ii) the implementation of other published specifications not developed by or for AICC, but referred to in the body of a Specification; or (iii) any portions of any product and any combinations thereof the purpose or function of which is not required for compliance with a Specification.
“Specification” means a document entitled “Specification” or “Standard” adopted and approved for release by AICC relating to any AICC implementation, and any updates or revisions adopted and approved for release.

“Standards Organization” means any entity whose primary activities are developing, coordinating, promulgating, revising, amending, reissuing, interpreting, or otherwise maintaining standards that address the interests of a wide base of users or consumers of such standards outside the standards development organization.

“Technical Note” means a proposal, document or guide, other than a Specification, which has been approved for release as a AICC Technical Note. Typically, a Technical Note will contain functional and technical information to aid in the implementation of a Specification as adopted and approved for release by AICC.

“Work” means any Specification, Technical Note or Compliance Test Suite distributed in accordance with and licensed under this Agreement.

2. LICENSE GRANT AND RESTRICTIONS

a.	Subject to the terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive, worldwide, royalty-free license in any copyrights and/or Necessary Claims in the Work such that Licensee may view, use, reproduce, publicly display, distribute and prepare Derivative Works of the Work. 

b.	Licensee hereby grants to Licensor and all Other Licensees a non-exclusive, worldwide, royalty- free license in any copyrights and/or Necessary Claims in which Licensee asserts ownership, such that Licensor and all Other Licensees may view, use, reproduce, publicly display, distribute and prepare Derivative Works of any Contributions that Licensee may have made to the Work. Licensee agrees that it will not transfer its ownership of any copyrights or patents having Necessary Claims for the purpose of circumventing this Section 2.b. Licensee shall not attempt under its copyrights, Necessary Claims or otherwise to restrict any Other Licensee from exercising that Other Licensee’s rights granted to it by Licensor under an agreement with essentially the same terms and conditions as this Agreement. 

c.	To the extent that a Licensee reproduces or distributes copies of the Work, portions thereof or any Derivative Work in any medium, with or without modifications, such Licensee shall give a copy of this Agreement to any recipients of the Work. 

d.	Licensee hereunder expressly agrees to include the following notice on ALL copies of the Work, portions thereof or Derivative Works: "Copyright © The AICC. All Rights Reserved.  http://www.aicc.org” 

e.	Licensee agrees to include the following notice in all Derivative Works: “This product implements and complies with the Version CMI-5 [or other version as applicable] AICC Specifications as published by the AICC at http://www.AICC.org”. 

f.	Licensee may not facilitate or assist any Learning Technology Standards Organization other than Licensor in co-opting, copying, distributing, publishing or using the Work without prior written approval of Licensor. Licensee may not create any Derivative Work for ownership by, presentation by, distributing by, publishing by or attribution to any Standards Organization or similar entity other than Licensor, unless specifically approved in writing by Licensor. 
 
 
3. GRANT OF RIGHTS BY CONTRIBUTORS
Subject to the terms of this Agreement, a Contributor hereby grants to Licensor a non-exclusive, worldwide, royalty-free license under all intellectual property rights to make, use, sell, offer to sell, import and otherwise transfer any Contribution of such Contributor. This license shall apply to the combination of the Contribution and the Work.

4. TRADEMARKS
This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the copyright notice.

5. WARRANTY
THE WORK ACCOMPANYING THIS AGREEMENT IS PROVIDED "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, AND THE HOLDERS OF ANY COPYRIGHT, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT THEREIN MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF THE SOFTWARE OR DOCUMENTATION WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with your exercise of permissions under this Agreement.

6. LIMITATION OF LIABILITY
IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW (SUCH AS DELIBERATE AND GROSSLY NEGLIGENT ACTS) OR AGREED TO IN WRITING, SHALL LICENSOR OR ANY CONTRIBUTOR BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING AS A RESULT OF THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE THE WORK (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF LICENSOR OR SUCH CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. COMMERCIAL DISTRIBUTION
If you include the Work or any Derivative Work in a commercial product offering, you hereby agree to defend and indemnify Licensor and every Contributor (the "Indemnitees ") against any losses, damages and costs (collectively "Losses") arising from claims, lawsuits and other legal actions brought by a third party against the Indemnitees, to the extent caused by your acts or omissions in connection with your distribution of the Work in a commercial product offering. Indemnitees must: a) promptly notify you in writing of such claim, and b) allow you to control, and cooperate with you in, the defense and any related settlement negotiations. Any Indemnitee may participate in any such claim at its own expense.

8. PROPRIETARY RIGHTS
Regardless of who owns the media on which the Work resides or is distributed, the Work expressly remains the intellectual property of Licensor and/or the Contributors, and Licensor and/or the Contributors retain all right, title and interest in and to the Work and all copies thereof. Licensor expressly reserves all rights not specifically granted in this Agreement.

9. TERMINATION
Licensor reserves the right to terminate this Agreement at any time if you are in breach of any of its terms and conditions, copyright laws, or any other applicable laws or regulations. In such a case, the rights granted to you under Section 2 of this Agreement shall be automatically terminated, and you shall be obliged to cease using the Work and immediately destroy any copies of the Work and all backup copies.
Termination is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies, legal and equitable, will remain available.

10. UPGRADES
Licensor is under no obligation under this Agreement to provide any fixes, revisions, upgrades or future versions of the Work to you or to any other party. Should you ever obtain an upgrade of this Work, the terms and conditions of this Agreement shall also apply to the upgrade. The Work is subject to change without notice.

11. GENERAL

a.	Independent Contractors. The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. 

b.	Binding Nature. Subject to all other provisions herein contained, this Agreement shall be binding on the parties and their successors and permitted assigns. 

c.	Assignment. Licensee may not assign or otherwise transfer this Agreement, or any part hereof, nor delegate any of its duties hereunder, whether by operation of law or otherwise, to any third party. Licensee may delegate specific duties and obligations hereunder to an Affiliate, however, in the event that Licensee wishes to assign or transfer this entire Agreement to an Affiliate, Licensee may do so only via a novation whereby all parties agree to such novation in writing and the Affiliate in effect becomes the Licensee hereunder. 

d.	Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but the Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable. 

e.	Waiver. No delay or omission by either party hereto to exercise any right occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained. 

f.	Governing Law; Exclusive Jurisdiction. This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed and enforced in accordance with the law of the State of Idaho (excluding any conflict of laws provisions of the State of Idaho that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement shall be brought in the state courts of Idaho. Each of the parties consents to the exclusive personal jurisdiction and venue of the state courts located in Idaho. 

g.	No Construction Against Drafter. The parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement. 

h.	Entire Agreement; Modification. This Agreement sets forth the entire, final and exclusive agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties. The parties expressly disclaim the right to claim the enforceability or effectiveness of any other amendments that are based on course of dealing, waiver, reliance, estoppel or other similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this section. 

i.	Survival. The following sections shall survive any termination of this Agreement: 2.c, 2.d, 2.e, 2.f, 4, 5, 6, 7, 8 and 11.a.