For Approval: Open Vendor Public License (OVPL) and Open Vendor Lesser Public License (OVLPL)
Alex Bligh
alex at alex.org.uk
Fri Jun 3 20:34:50 UTC 2005
This message is a formal request for approval of two licenses, brought to
you by OpenVendor.org (which is currently David Ryan and me, until we put
together something more formal). These are the OVPL and OVLPL (Open Vendor
Public License, and Open Vendor Lesser Public License).
You can find the licenses at:
http://www.openvendor.org/
As this is a formal request for approval, and the OSI web site specifies
how such a request should be made, you will find plain text versions
of the licenses at the foot of this email.
Subject to approval, we will:
a) Form the legal body which is the license steward (not much point
in doing this until the license is approved) and insert its name
into the appropriate place within the license.
b) Change the version number to 1.0
For the avoidance of doubt, no further changes are planned if the
license is approved. If it is not, we will of course review it.
There is a full description of the rationale for this pair or new
licenses at:
http://openvendor.org/kb.x?T=15
plus a list of changes from the base license (the CDDL). What
follows is a summary.
The remainder of this message gives some background to the OVPL and
OVLPL which remains unchanged since our previous announcement.
These licenses are constructed for a specific purpose: to allow projects
that have been developed in a commercial closed-source environment to be
released into an open-source environment, whilst allowing the commercial
developer to maintain their own "commercial" version. We thus do NOT
recommend them for new open-source only projects.
The licenses are modern reciprocal licenses with patent defence clauses,
and are jurisdiction-neutral. There are several licenses achieving
this goal.
The first significant requirement is that modifications contributed by the
developer community are not only licensed to all under the general times of
the license, but there is a specific additional grant of rights to the
Initial Developer, allowing him to use that modifications in an
unrestricted manner (including in the commercial closed-source version of
his code), provided that he continues to make such modifications available
in a future version of the open-source version as well. This is similar to
Clause 3(b) of the QPL. The intent here is to ensure future compatibility
between both closed-source, and open-source trees. Clearly, the Initial
Developer is granted substantial additional rights beyond that of any other
contributor, and is unlikely to be a viable option for wholly open-source
projects; however, in the circumstances where this license is likely to be
deployed, where the Initial Developer is considering contributing
considerable amounts of code, it provides both a substantial incentive to
release code for the benefit of the Open Source community, and a mechanism
of doing so which protects the Initial Developer’s existing revenue base
and code compatibility.
We believe this first requirement is not met by any of the existing
OSI-approved licenses, except for the QPL. The QPL suffers from a number
of other problems, not least being locked to Norwegian jurisdiction.
The second significant requirement is that in one version of the license
(the Open Vendor Lesser Public License), which, like the LGPL, is focussed
on libraries and toolkits, the code can be linked with other open source
projects, without those projects being considered derived works and thus
falling under the terms of the license itself.
These licenses are based on Sun Microsystems' CDDL. We emphasize that
Sun has not endorsed or indeed played any part in the development of
these licenses, beyond their genereous grant to all third parties
of the right to use and modify their own license, which we gratefully
acknowledge. We have made the OVPL and OVLPL available under similar
terms for the community.
In summary, the licenses are:
* Based on the CDDL
* Reciprocal in nature
* Modern
* Contain patent defence clauses
* Jurisdiction neutral
* Allow 'version rolling' of the licenses, but equally allow a developer
to use a static version
* Grant an additional license to the Initial Developer for modifications
that are distributed.
PLEASE NOTE THAT AS THE LICENSES HAVE NOT YET BEEN APPROVED, THE LICENSES
MAY NOT BE IN FINAL FORM. THEREFORE WE RECOMMEND THEY ARE NOT USED UNTIL
VERSION 1.0 IS PUBLISHED.
Alex
------- START OPEN VENDOR PUBLIC LICENSE (OVPL) ---------
OPEN VENDOR PUBLIC LICENSE (OVPL)
Version 0.07
This License shall apply to any software distributed under the Open
Vendor Public License ("OVPL");
1. DEFINITIONS.
1.1. "Contributor" means each individual or entity that creates
or contributes to the creation of Modifications.
1.2. "Contributor Version" means the combination of the Original
Software, prior Modifications used by a Contributor (if any), and the
Modifications made by that particular Contributor.
1.3. "Covered Software" means (a) the Original Software, or (b)
Modifications, or (c) the combination of files containing Original
Software with files containing Modifications, in each case including
portions thereof.
1.4. "Executable" means the Covered Software in any form other
than Source Code.
1.5 "Future Versions" means future versions of the Original
Software and any Modifications thereto used, reproduced, modified,
displayed, performed, sublicensed, distributed or otherwise made
available by the Initial Developer under the terms of this License or
otherwise.
1.6. "Initial Developer" means the individual or entity that
first makes Original Software available under this License.
1.7. "Larger Work" means a work which combines Covered Software
or portions thereof with Other Software, but only to the extent that
such combination wholly consists of mere aggregation of the Covered
Software and the Other Software, which shall exclude, without
limitation, Other Software which, in order to be transformed from
Source Code form to Executable form, requires use of the Covered
Software in any form.
1.8. "Licensable"means having the right to grant, to the maximum
extent possible, whether at the time of the initial grant or
subsequently acquired, any and all of the rights conveyed herein.
1.9. "License" means this document
1.10. "Licensed Modification" means Modifications that You
contribute, distribute, or otherwise make available whether in Source
Code form or in Executable form.
1.11. "Modifications" means the Source Code and Executable form of
any of the following:
A. Any file that results from an addition to, deletion from or
modification of the contents of a file containing Original Software or
prior Modifications;
B. Any new file that contains any part of the Original Software
or prior Modification;
C. Any new file that is contributed or otherwise made available
under the terms of this License;
D. Any new file distributed or otherwise made available with
the Original Software or prior Modifications that, in order to be
converted into Executable form, requires access to the Original Code
or prior Modifications including without limitation, access to
interface definition files such as "header files";
E. Any file which is otherwise, in whole or in part, derived
from the Original Software or prior Modifications, or part thereof.
1.12. "Original Software" means the Source Code and Executable form
of computer software code that is originally released under this
License.
1.13. "Other Software" means computer software (whether in Source
code or Executable form) which is not governed by the terms of this
Licence.
1.14. "Patent Claims" means any patent claim(s), now owned or
hereafter acquired, including without limitation, method, process, and
apparatus claims, in any patent Licensable by grantor.
1.15. "Source Code" means (a) the common form of computer software
code in which modifications are made and (b) associated documentation
included in or with such code.
1.16. "You" (or "Your") means an individual or a legal entity
exercising rights under, and complying with all of the terms 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 more than fifty percent (50%) of the
outstanding shares or beneficial ownership of such entity.
2. LICENSE GRANTS.
2.1. The Initial Developer Grant.
Conditioned upon Your compliance with Section 3 below and subject to
third party intellectual property claims, the Initial Developer hereby
grants You a world-wide, royalty-free, non-exclusive license:
(a) under intellectual property rights (other than patent or
trademark) Licensable by Initial Developer, to use, reproduce, modify,
display, perform, sublicense and distribute the Original Software (or
portions thereof), with or without Modifications, and/or as part of a
Larger Work; and
(b) under Patent Claims infringed by the making, using or
selling of Original Software, to make, have made, use, practice, sell,
and offer for sale, and/or otherwise dispose of the Original Software
(or portions thereof).
(c) The licenses granted in Sections 2.1(a) and (b) are
effective on the date Initial Developer first distributes or otherwise
makes the Original Software available to a third party under the terms
of this License.
(d) Notwithstanding Section 2.1(b) above, no patent license is
granted: (1) for code that You delete from the Original Software, or
(2) for infringements caused by: (i) the modification of the Original
Software, or (ii) the combination of the Original Software with other
software or devices.
2.2. Contributor Grant.
Conditioned upon Your compliance with Section 3 below and subject to
third party intellectual property claims, each Contributor hereby
grants You a world-wide, royalty-free, non-exclusive license:
(a) under intellectual property rights (other than patent or
trademark) Licensable by Contributor 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 Software and/or as part of
a Larger Work; and
(b) under Patent Claims infringed by the making, using, or
selling of Modifications made by that Contributor either alone and/or
in combination with its Contributor Version (or portions of such
combination), to make, use, sell, offer for sale, have made, and/or
otherwise dispose of: (1) Modifications made by that Contributor (or
portions thereof); and (2) the combination of Modifications made by
that Contributor with its Contributor Version (or portions of such
combination).
(c) The licenses granted in Sections 2.2(a) and 2.2(b) are
effective on the date Contributor first distributes or otherwise makes
the Modifications available to a third party.
(d) Notwithstanding Section 2.2(b) above, no patent license is
granted: (1) for any code that Contributor has deleted from the
Contributor Version; (2) for infringements caused by: (i) third party
modifications of Contributor Version, or (ii) the combination of
Modifications made by that Contributor with other software (except as
part of the Contributor Version) or other devices; or (3) under Patent
Claims infringed by Covered Software in the absence of Modifications
made by that Contributor.
3. DISTRIBUTION OBLIGATIONS.
3.1. Availability of Source Code.
Any Covered Software that You distribute or otherwise make available
in Executable form must also be made available in Source Code form and
that Source Code form must be distributed only under the terms of this
License. You must include a copy of this License with every copy of
the Source Code form of the Covered Software You distribute or
otherwise make available. You must inform recipients of any such
Covered Software in Executable form as to how they can obtain such
Covered Software in Source Code form in a reasonable manner on or
through a medium customarily used for software exchange.
3.2. Modifications.
The Modifications that You create or to which You contribute are
governed by the terms of this License. You represent that You believe
Your Modifications are Your original creation(s) and/or You have
sufficient rights to grant the rights conveyed by this License.
3.3. Additional License of Modifications to Initial Developer.
To the fullest extent permitted by law, in addition to the license
granted under clause 2, You hereby grant a perpetual, irrevocable,
world-wide royalty-free, sub-licensable, non-exclusive license to the
Licensed Modifications to the Initial Developer in respect of Future
Versions:
(a) under intellectual property rights (other than patent or
trademark) Licensable by You to use, reproduce, modify, display,
perform, sublicense, and distribute the Licensed Modifications (or
portions thereof); and
(b) under Patent Claims infringed by the making, using, or
selling of Licensed Modifications either alone and/or in combination
with the Original Software and prior Modifications used by You (or
portions of such combination), to make, use, sell, offer for sale,
have made, and/or otherwise dispose of: (1) the Licensed Modifications
(or portions thereof); and (2) the combination of the Licensed
Modifications, the Original Software and prior Modifications used by
You (or portions of such combination)
BUT SUCH GRANT SHALL BE AND SHALL REMAIN CONDITIONAL UPON the Initial
Developer procuring that in respect of each Future Version:
(i) all Licensed Modifications incorporated in that Future
Version; and
(ii) either that Future Version or another Future Version
incorporating the same Licensed Modifications (possibly together with
other Modifications)
are made and remain generally available to the public at large under
the terms of this License or a subsequent version of this License
released under Section 4.1, with the Initial Developer identified as
such therein, in addition to under any other license(s) of the Initial
Developer if any. Such license shall be effective on the date that You
first distributed such Modifications and shall apply to the
Modifications both in the form contributed, distributed or otherwise
made available and in Source Code form. If You do not make all of your
Licensed Modifications irrevocably generally available to the public
at large, then, upon written request of the Initial Developer, You
must promptly provide, at the Initial Developer's cost, a copy of all
Licensed Modifications together with the date at which each grant
thereto became effective. For the avoidance of doubt, in the absence
of such a request, You are not required under this Section to notify
the Initial Developer if you contribute, distribute, or otherwise make
available Modifications.
3.4. Required Notices.
You must include a notice in each of Your Modifications that
identifies You as the Contributor of the Modification. You may not
remove or alter any copyright, patent or trademark notices contained
within the Covered Software, or any notices of licensing or any
descriptive text giving attribution to any Contributor or the Initial
Developer.
3.5. Application of Additional Terms.
You may not offer or impose any terms on any Covered Software in
Source Code form that alters or restricts the applicable version of
this License or the recipients' rights hereunder. You may choose to
offer, and to charge a fee for, warranty, support, indemnity or
liability obligations to one or more recipients of Covered Software.
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 that 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.
3.6. Distribution of Executable Versions.
You may distribute the Executable form of the Covered Software under
the terms of this License or under the terms of 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 form does not attempt to limit or alter the
recipient's rights in the Source Code form from the rights set forth
in this License. If You distribute the Covered Software in Executable
form 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 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.
3.7. Larger Works.
You may create a Larger Work by combining Covered Software 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
Software.
4. Versions of the License.
4.1. New Versions.
[OpenVendor Ltd - insert name] is the initial license steward and may
publish revised and/or new versions of this License from time to time.
Each version will be given a distinguishing version number. Except as
provided in Section 4.3, no one other than the license steward has the
right to modify this License.
4.2. Effect of New Versions.
You may always continue to use, distribute or otherwise make the
Covered Software available under the terms of the version of the
License under which You originally received the Covered Software. If
the Initial Developer includes a notice in the Original Software
prohibiting it from being distributed or otherwise made available
under any subsequent version of the License, You must distribute and
make the Covered Software available under the terms of the version of
the License under which You originally received the Covered Software.
Otherwise, You may also choose to use, distribute or otherwise make
the Covered Software available under the terms of any subsequent
version of the License published by the license steward.
4.3. Modified Versions.
When You are an Initial Developer and You want to create a new license
for Your Original Software, You may create and use a modified version
of this License if You: (a) rename the license and remove any
references to the name of the license steward (except to note that the
license differs from this License); and (b) otherwise make it clear
that the license contains terms which differ from this License.
5. DISCLAIMER OF WARRANTY.
TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE APPLICABLE
JURISDICTION, COVERED SOFTWARE 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
SOFTWARE 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 SOFTWARE IS WITH YOU. SHOULD ANY COVERED
SOFTWARE 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
SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. IN SO
FAR AS LIABILITY UNDER OR PURSUANT TO SUCH LEGISLATION MAY NOT BE
EXCLUDED, SUCH LIABILITY IS LIMITED AT THE EXCLUSIVE OPTION OF THE
INITIAL DEVELOPER OR CONTRIBUTOR, AS THE CASE MAY BE, TO: (i) THE
PROVISION OF ANOTHER COPY OF THE COVERED SOFTWARE; OR (ii) THE PAYMENT
OF THE COST OF OBTAINING ANOTHER COPY OF THE COVERED SOFTWARE.
6. TERMINATION.
6.1. 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. Provisions
which, by their nature, must remain in effect beyond the termination
of this License shall survive.
6.2. If You assert a patent infringement claim (excluding
declaratory judgment actions) against Initial Developer or a
Contributor (the Initial Developer or Contributor against whom You
assert such claim is referred to as "Participant") alleging that the
Participant Software (meaning the Contributor Version where the
Participant is a Contributor or the Original Software where the
Participant is the Initial Developer) directly or indirectly infringes
any patent, then any and all rights granted directly or indirectly to
You by such Participant, the Initial Developer (if the Initial
Developer is not the Participant) and all Contributors under Sections
2.1 and/or 2.2 of this License shall, upon 60 days notice from
Participant terminate prospectively and automatically at the
expiration of such 60 day notice period, unless if within such 60 day
period You withdraw Your claim with respect to the Participant
Software against such Participant either unilaterally or pursuant to a
written agreement with Participant.
6.3. In the event of termination under Sections 6.1 or 6.2 above,
all end user licenses that have been validly granted by You or any
distributor hereunder prior to termination (excluding licenses granted
to You by any distributor) shall survive termination.
7. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND
UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT,
OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER, ANY OTHER CONTRIBUTOR,
OR ANY DISTRIBUTOR OF COVERED SOFTWARE, OR ANY SUPPLIER OF ANY OF SUCH
PARTIES, BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, 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. 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
THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
8. U.S. GOVERNMENT END USERS.
The Covered Software is a "commercial item," as that term is defined
in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" (as that term is defined at 48 C.F.R. § 252.227-7014(a)(1))
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 Software with only those
rights set forth herein. This U.S. Government Rights clause is in lieu
of, and supersedes, any other FAR, DFAR, or other clause or provision
that addresses Government rights in computer software under this
License.
9. 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 law of the jurisdiction specified in a notice contained within the
Original Software (except to the extent applicable law, if any,
provides otherwise), excluding such jurisdiction's conflict-of-law
provisions. Any litigation relating to this License shall be subject
to the jurisdiction of the courts located in the jurisdiction and
venue specified in a notice contained within the Original Software,
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. You
agree that You alone are responsible for compliance with the United
States export administration regulations (and the export control laws
and regulation of any other countries) when You use, distribute or
otherwise make available any Covered Software.
10. RESPONSIBILITY FOR CLAIMS.
As between Initial Developer and the Contributors, each party is
responsible for claims and damages arising, directly or indirectly,
out of its utilization of rights under this License and You agree to
work with Initial Developer and Contributors to distribute such
responsibility on an equitable basis. Nothing herein is intended or
shall be deemed to constitute any admission of liability.
------- END OPEN VENDOR PUBLIC LICENSE (OVPL) ---------
------- START OPEN VENDOR LESSER PUBLIC LICENSE (OVLPL) ---------
OPEN VENDOR LESSER PUBLIC LICENSE (OLVPL)
Version 0.07
This License shall apply to any software distributed under the Open
Vendor Lesser Public License ("OVLPL");
1. DEFINITIONS.
1.1. "Contributor" means each individual or entity that creates
or contributes to the creation of Modifications.
1.2. "Contributor Version" means the combination of the Original
Software, prior Modifications used by a Contributor (if any), and the
Modifications made by that particular Contributor.
1.3. "Covered Software" means (a) the Original Software, or (b)
Modifications, or (c) the combination of files containing Original
Software with files containing Modifications, in each case including
portions thereof.
1.4. "Executable" means the Covered Software in any form other
than Source Code.
1.5 "Future Versions" means future versions of the Original
Software and any Modifications thereto used, reproduced, modified,
displayed, performed, sublicensed, distributed or otherwise made
available by the Initial Developer under the terms of this License or
otherwise.
1.6. "Initial Developer" means the individual or entity that
first makes Original Software available under this License.
1.7. "Larger Work" means a work which combines Covered Software
or portions thereof with Other Software, but only to the extent that
such combination wholly consists of either of the of the following or
a combination thereof:
A. mere aggregation of the Covered Software and the Other
Software, which shall exclude, without limitation, Other Software
which, in order to be transformed from Source Code form to Executable
form, requires use of the Covered Software in any form; or
B. combination of the Covered Software with Other Software
which is entirely composed of Qualifying Software.
1.8. "Licensable"means having the right to grant, to the maximum
extent possible, whether at the time of the initial grant or
subsequently acquired, any and all of the rights conveyed herein.
1.9. "License" means this document
1.10. "Licensed Modification" means Modifications that You
contribute, distribute, or otherwise make available whether in Source
Code form or in Executable form.
1.11. "Modifications" means the Source Code and Executable form of
any of the following:
A. Any file that results from an addition to, deletion from or
modification of the contents of a file containing Original Software or
prior Modifications;
B. Any new file that contains any part of the Original Software
or prior Modification;
C. Any new file that is contributed or otherwise made available
under the terms of this License;
D. Any new file other than one forming part of Qualifying
Software, distributed or otherwise made available with the Original
Software or prior Modifications that, in order to be converted into
Executable form, requires access to the Original Code or prior
Modifications including without limitation, access to interface
definition files such as "header files";
E. Any file other than one forming part of Qualifying
Software, which is otherwise, in whole or in part, derived from the
Original Software or prior Modifications, or part thereof.
1.12. "Original Software" means the Source Code and Executable form
of computer software code that is originally released under this
License.
1.13. "Other Software" means computer software (whether in Source
code or Executable form) which is not governed by the terms of this
Licence.
1.14. "Patent Claims" means any patent claim(s), now owned or
hereafter acquired, including without limitation, method, process, and
apparatus claims, in any patent Licensable by grantor.
1.15. "Qualifying License" means the Open Vendor Public License,
the Open Vendor Lesser Public License, or any license that is, or has
at any prior date been, approved by the Open Source Initiative (a
California not-for-profit corporation whose address is the Law Offices
of Lawrence E. Rosen, 702 Marshall St. Ste. 301, Redwood City, CA
94063).
1.16. "Qualifying Software" means any work that:
A. has been irrevocably made generally available to the
public at large under a Qualifying License; and
B. does not constitute a derived work of the Original
Software or any prior Modification or part thereof, or would not
constitute a derived work of the Original Software or any prior
Modification or part thereof but for the use, during the process of
conversion between Source Code form and Executable form, of interface
definition files such as "header files" of the Original Software or
prior Modifications.
1.17. "Source Code" means (a) the common form of computer software
code in which modifications are made and (b) associated documentation
included in or with such code.
1.18. "You" (or "Your") means an individual or a legal entity
exercising rights under, and complying with all of the terms 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 more than fifty percent (50%) of the
outstanding shares or beneficial ownership of such entity.
2. LICENSE GRANTS.
2.1. The Initial Developer Grant.
Conditioned upon Your compliance with Section 3 below and subject to
third party intellectual property claims, the Initial Developer hereby
grants You a world-wide, royalty-free, non-exclusive license:
(a) under intellectual property rights (other than patent or
trademark) Licensable by Initial Developer, to use, reproduce, modify,
display, perform, sublicense and distribute the Original Software (or
portions thereof), with or without Modifications, and/or as part of a
Larger Work; and
(b) under Patent Claims infringed by the making, using or
selling of Original Software, to make, have made, use, practice, sell,
and offer for sale, and/or otherwise dispose of the Original Software
(or portions thereof).
(c) The licenses granted in Sections 2.1(a) and (b) are
effective on the date Initial Developer first distributes or otherwise
makes the Original Software available to a third party under the terms
of this License.
(d) Notwithstanding Section 2.1(b) above, no patent license is
granted: (1) for code that You delete from the Original Software, or
(2) for infringements caused by: (i) the modification of the Original
Software, or (ii) the combination of the Original Software with other
software or devices.
2.2. Contributor Grant.
Conditioned upon Your compliance with Section 3 below and subject to
third party intellectual property claims, each Contributor hereby
grants You a world-wide, royalty-free, non-exclusive license:
(a) under intellectual property rights (other than patent or
trademark) Licensable by Contributor 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 Software and/or as part of
a Larger Work; and
(b) under Patent Claims infringed by the making, using, or
selling of Modifications made by that Contributor either alone and/or
in combination with its Contributor Version (or portions of such
combination), to make, use, sell, offer for sale, have made, and/or
otherwise dispose of: (1) Modifications made by that Contributor (or
portions thereof); and (2) the combination of Modifications made by
that Contributor with its Contributor Version (or portions of such
combination).
(c) The licenses granted in Sections 2.2(a) and 2.2(b) are
effective on the date Contributor first distributes or otherwise makes
the Modifications available to a third party.
(d) Notwithstanding Section 2.2(b) above, no patent license is
granted: (1) for any code that Contributor has deleted from the
Contributor Version; (2) for infringements caused by: (i) third party
modifications of Contributor Version, or (ii) the combination of
Modifications made by that Contributor with other software (except as
part of the Contributor Version) or other devices; or (3) under Patent
Claims infringed by Covered Software in the absence of Modifications
made by that Contributor.
3. DISTRIBUTION OBLIGATIONS.
3.1. Availability of Source Code.
Any Covered Software that You distribute or otherwise make available
in Executable form must also be made available in Source Code form and
that Source Code form must be distributed only under the terms of this
License. You must include a copy of this License with every copy of
the Source Code form of the Covered Software You distribute or
otherwise make available. You must inform recipients of any such
Covered Software in Executable form as to how they can obtain such
Covered Software in Source Code form in a reasonable manner on or
through a medium customarily used for software exchange.
3.2. Modifications.
The Modifications that You create or to which You contribute are
governed by the terms of this License. You represent that You believe
Your Modifications are Your original creation(s) and/or You have
sufficient rights to grant the rights conveyed by this License.
3.3. Additional License of Modifications to Initial Developer.
To the fullest extent permitted by law, in addition to the license
granted under clause 2, You hereby grant a perpetual, irrevocable,
world-wide royalty-free, sub-licensable, non-exclusive license to the
Licensed Modifications to the Initial Developer in respect of Future
Versions:
(a) under intellectual property rights (other than patent or
trademark) Licensable by You to use, reproduce, modify, display,
perform, sublicense, and distribute the Licensed Modifications (or
portions thereof); and
(b) under Patent Claims infringed by the making, using, or
selling of Licensed Modifications either alone and/or in combination
with the Original Software and prior Modifications used by You (or
portions of such combination), to make, use, sell, offer for sale,
have made, and/or otherwise dispose of: (1) the Licensed Modifications
(or portions thereof); and (2) the combination of the Licensed
Modifications, the Original Software and prior Modifications used by
You (or portions of such combination)
BUT SUCH GRANT SHALL BE AND SHALL REMAIN CONDITIONAL UPON the Initial
Developer procuring that in respect of each Future Version:
(i) all Licensed Modifications incorporated in that Future
Version; and
(ii) either that Future Version or another Future Version
incorporating the same Licensed Modifications (possibly together with
other Modifications)
are made and remain generally available to the public at large under
the terms of this License or a subsequent version of this License
released under Section 4.1, with the Initial Developer identified as
such therein, in addition to under any other license(s) of the Initial
Developer if any. Such license shall be effective on the date that You
first distributed such Modifications and shall apply to the
Modifications both in the form contributed, distributed or otherwise
made available and in Source Code form. If You do not make all of your
Licensed Modifications irrevocably generally available to the public
at large, then, upon written request of the Initial Developer, You
must promptly provide, at the Initial Developer's cost, a copy of all
Licensed Modifications together with the date at which each grant
thereto became effective. For the avoidance of doubt, in the absence
of such a request, You are not required under this Section to notify
the Initial Developer if you contribute, distribute, or otherwise make
available Modifications.
3.4. Required Notices.
You must include a notice in each of Your Modifications that
identifies You as the Contributor of the Modification. You may not
remove or alter any copyright, patent or trademark notices contained
within the Covered Software, or any notices of licensing or any
descriptive text giving attribution to any Contributor or the Initial
Developer.
3.5. Application of Additional Terms.
You may not offer or impose any terms on any Covered Software in
Source Code form that alters or restricts the applicable version of
this License or the recipients' rights hereunder. You may choose to
offer, and to charge a fee for, warranty, support, indemnity or
liability obligations to one or more recipients of Covered Software.
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 that 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.
3.6. Distribution of Executable Versions.
You may distribute the Executable form of the Covered Software under
the terms of this License or under the terms of 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 form does not attempt to limit or alter the
recipient's rights in the Source Code form from the rights set forth
in this License. If You distribute the Covered Software in Executable
form 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 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.
3.7. Larger Works.
You may create a Larger Work by combining Covered Software 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
Software.
4. Versions of the License.
4.1. New Versions.
[OpenVendor Ltd - insert name] is the initial license steward and may
publish revised and/or new versions of this License from time to time.
Each version will be given a distinguishing version number. Except as
provided in Section 4.3, no one other than the license steward has the
right to modify this License.
4.2. Effect of New Versions.
You may always continue to use, distribute or otherwise make the
Covered Software available under the terms of the version of the
License under which You originally received the Covered Software. If
the Initial Developer includes a notice in the Original Software
prohibiting it from being distributed or otherwise made available
under any subsequent version of the License, You must distribute and
make the Covered Software available under the terms of the version of
the License under which You originally received the Covered Software.
Otherwise, You may also choose to use, distribute or otherwise make
the Covered Software available under the terms of any subsequent
version of the License published by the license steward.
4.3. Modified Versions.
When You are an Initial Developer and You want to create a new license
for Your Original Software, You may create and use a modified version
of this License if You: (a) rename the license and remove any
references to the name of the license steward (except to note that the
license differs from this License); and (b) otherwise make it clear
that the license contains terms which differ from this License.
5. DISCLAIMER OF WARRANTY.
TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE APPLICABLE
JURISDICTION, COVERED SOFTWARE 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
SOFTWARE 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 SOFTWARE IS WITH YOU. SHOULD ANY COVERED
SOFTWARE 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
SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. IN SO
FAR AS LIABILITY UNDER OR PURSUANT TO SUCH LEGISLATION MAY NOT BE
EXCLUDED, SUCH LIABILITY IS LIMITED AT THE EXCLUSIVE OPTION OF THE
INITIAL DEVELOPER OR CONTRIBUTOR, AS THE CASE MAY BE, TO: (i) THE
PROVISION OF ANOTHER COPY OF THE COVERED SOFTWARE; OR (ii) THE PAYMENT
OF THE COST OF OBTAINING ANOTHER COPY OF THE COVERED SOFTWARE.
6. TERMINATION.
6.1. 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. Provisions
which, by their nature, must remain in effect beyond the termination
of this License shall survive.
6.2. If You assert a patent infringement claim (excluding
declaratory judgment actions) against Initial Developer or a
Contributor (the Initial Developer or Contributor against whom You
assert such claim is referred to as "Participant") alleging that the
Participant Software (meaning the Contributor Version where the
Participant is a Contributor or the Original Software where the
Participant is the Initial Developer) directly or indirectly infringes
any patent, then any and all rights granted directly or indirectly to
You by such Participant, the Initial Developer (if the Initial
Developer is not the Participant) and all Contributors under Sections
2.1 and/or 2.2 of this License shall, upon 60 days notice from
Participant terminate prospectively and automatically at the
expiration of such 60 day notice period, unless if within such 60 day
period You withdraw Your claim with respect to the Participant
Software against such Participant either unilaterally or pursuant to a
written agreement with Participant.
6.3. In the event of termination under Sections 6.1 or 6.2 above,
all end user licenses that have been validly granted by You or any
distributor hereunder prior to termination (excluding licenses granted
to You by any distributor) shall survive termination.
7. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND
UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT,
OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER, ANY OTHER CONTRIBUTOR,
OR ANY DISTRIBUTOR OF COVERED SOFTWARE, OR ANY SUPPLIER OF ANY OF SUCH
PARTIES, BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, 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. 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
THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
8. U.S. GOVERNMENT END USERS.
The Covered Software is a "commercial item," as that term is defined
in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" (as that term is defined at 48 C.F.R. § 252.227-7014(a)(1))
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 Software with only those
rights set forth herein. This U.S. Government Rights clause is in lieu
of, and supersedes, any other FAR, DFAR, or other clause or provision
that addresses Government rights in computer software under this
License.
9. 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 law of the jurisdiction specified in a notice contained within the
Original Software (except to the extent applicable law, if any,
provides otherwise), excluding such jurisdiction's conflict-of-law
provisions. Any litigation relating to this License shall be subject
to the jurisdiction of the courts located in the jurisdiction and
venue specified in a notice contained within the Original Software,
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. You
agree that You alone are responsible for compliance with the United
States export administration regulations (and the export control laws
and regulation of any other countries) when You use, distribute or
otherwise make available any Covered Software.
10. RESPONSIBILITY FOR CLAIMS.
As between Initial Developer and the Contributors, each party is
responsible for claims and damages arising, directly or indirectly,
out of its utilization of rights under this License and You agree to
work with Initial Developer and Contributors to distribute such
responsibility on an equitable basis. Nothing herein is intended or
shall be deemed to constitute any admission of liability.
------- END OPEN VENDOR LESSER PUBLIC LICENSE (OVLPL) ---------
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