OpenSTV End User License Agreement

Preamble

Since 2003, the OpenSTV project has been dedicated to improving democracy by providing professional quality software for the single transferable vote and other ranked-choice voting methods. By encouraging organizations to use these voting methods for their own elections, it is hoped that these methods may be more widely adopted for government elections as well. No other software, at any price, comes close to matching the features and quality of OpenSTV.

To support the development of OpenSTV, licenses to the software are being sold under a restrictive but open-source license with a lower price for small non-profit organizations and a higher price for commercial and larger non-profit organizations. The OpenSTV software does not include digital rights management and it is expected that users will abide by this license and the law in purchasing the appropriate license for their organization.

Under this license, as set forth below, you may not distribute the software to others. The duration of the license is one year from the date of purchase, and if you wish to use the software for longer than one year, you must purchase an additional license.

1. BINDING AGREEMENT. Use of the OpenSTV Software is governed by this End User License Agreement ("Agreement"). By downloading the OpenSTV Software, you agree to be bound by the terms of this Agreement, and you may not use the OpenSTV Software unless you have accepted the terms of this Agreement. Your acceptance of this Agreement, creates a binding legal agreement between you and Jeffrey C. O'Neill ("OpenSTV"), the owner of the OpenSTV Software. Please read this Agreement carefully.

2. LICENSE. OpenSTV grants you a one-year, limited, personal, non-exclusive, non-transferable, non-sublicensable license for a single user to use the OpenSTV Software in accordance with this Agreement. The one-year license term commences on the day of purchase.

2.1 This license does not permit you to and you are expressly prohibited from (a) making any copies of the OpenSTV Software, in whole or in part, except to make backups for personal use, (b) distributing the OpenSTV Software, in whole or in part, to others, and (c) making the OpenSTV software avilable to others by placing it on a network that is accessible by others.

2.2 You may modify the OpenSTV Software provided that your modifcations do not (a) violate the terms of this Agreement and (b) do not remove or alter any trademark, logo, copyright or other proprietary notice. You may not distribute your modifications to others without prior, written permission from OpenSTV.

2.3 You may not use the OpenSTV Software on behalf of another individual or organization, including but not limited to an organization you are a member of. To use the software for an organization, the organization must purchase the software.

2.4 You may not receive any compensation, whether direct or indirect, for using the OpenSTV Software.

2.5 Following the termination of the one-year license, you must purchase an additional license or delete all copies of the OpenSTV Software.

2.6 You agree to indemnify, defend, and hold harmless OpenSTV from any claims, lawsuits or other losses that arise out of your breach of any provision of this Agreement.

2.7 All rights not expressly granted to you are retained by OpenSTV.

3. LICENSE FEES. The fee for the one-year license is set forth in this section.

3.1 INDIVIDUAL. An Individual is (a) any person not acting on behalf of an organization or (b) any person affiliated with a non-profit educational institution using the OpenSTV Software solely for research or educational purposes (not including the use of the OpenSTV for an election). The license fee for an Individual is US$5 per year.

3.2 NON-PROFIT ORGANIZATION. A Non-Profit Organization is an organization, excluding any government, that is tax-exempt under the laws of its country.

3.2 SMALL NON-PROFIT. A Small Non-Profit is a Non-Profit Organization with no more than three employees. The license fee for a Small Non-Profit is US$5 per year.

3.3 MEDIUM NON-PROFIT. A Medium Non-Profit is a Non-Profit Organization with more than three and no more than 30 employees. The license fee for a Medium Non-Profit is US$99 per year.

3.4 LARGE NON-PROFIT. A Large Non-Profit is a Non-Profit Organization with more than 30 employees. The license fee for a Large Non-Profit is US$999 per year.

3.5 GOVERNMENT. A Government is a political unit of a sovereign state, including cities and towns. The license fee for a Government is US$999 per year.

3.6 FOR-PROFIT ORGANIZATION. A For-Profit Organization is any organization that is not a person, a non-profit organization, or government. The license fee for a For-Profit Organization is US$999 per year.

4. NO TECHNICAL SUPPORT. This Agreement does not include any technical support. Upon request, paid technical support may be available and subject to the terms of this Agreement. OpenSTV may, at its sole discretion, provide you with free upgrades to the OpenSTV Software, and any such upgrades shall be subject to the terms of this Agreement.

5. DISCLAIMER OF WARRANTY. THE OPENSTV SOFTWARE IS PROVIDED ?AS IS? TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OPENSTV EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OPENSTV SPECIFICALLY DOES NOT REPRESENT OR WARRANT THAT THE OPENSTV SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL BE ACCURATE OR RELIABLE, AND WILL BE ERROR FREE. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, GIVEN BY OPENSTV, SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THIS AGREEMENT.

6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPENSTV SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF BUSINESS PROFIT, ANY LOSS OF GOODWILL, ANY LOSS OF DATA, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) THAT MAY ARISE FROM THE USE OF THE OPENSTV SOFTWARE. OPENSTV SHALL NOT BE LIABLE FOR SUCH DAMAGES WHETHER OR NOT OPENSTV HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

7. GENERAL LEGAL TERMS. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. You agree to submit to the exclusive jurisdiction of the courts located within Massachusetts to resolve any legal matter arising from this Agreement. This Agreement is the whole agreement between you and OpenSTV and supersedes any prior communications or agreements. If any provision of this Agreement is held invalid, such provision will be removed and the remaining provisions will continue to be valid and enforceable. The failure of OpenSTV to enforce any right or remedy arising out of this Agreement will not constitute a waiver of such right or remedy.