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Jahia Collaborative Source License
Research and Development Use
ATTACHMENT A - REQUIRED NOTICES
ATTACHMENT B - SOFTWARE DEFINITION
ATTACHMENT C - INTERNAL DEPLOYMENT USE
ATTACHMENT D - CONTRIBUTION AGREEMENT
Jahia Collaborative Source License
JAHIA COLLABORATVE SOURCE LICENSE
(Rev. Date May 17, 2004)
Original Contributor has developed Specifications and Source Code implementations of certain Technology; and
Original Contributor desires to license the Technology to a large community to facilitate research, innovation and product development while maintaining compatibility of such products with the Technology as delivered by Original Contributor; and
You desire to license the Technology from Original Contributor on the terms and conditions specified in this License.
In consideration of the mutual covenants contained herein, You and Original Contributor agree as follows:
Research and Development Use
1. Introduction. The JAHIA Collaborative Source License and effective attachments ("License") may include three distinct licenses: 1) Research and Development Use, 2) Internal Deployment Use, 3) Contribution Agreement. The Research and Development Use license is effective when You execute this License. You have agreed to the terms of the JCSL by selecting the "Accept" button at the end of the JCSL or executing a hardcopy JCSL with Original Contributor.
The Internal Deployment Use (Attachment C) and the Contribution Agreement (Attachment D) must be signed by You and Original Contributor in order to become effective. Once effective, these licenses and the associated requirements and responsibilities are cumulative. Capitalized terms used in this License are defined in the Glossary.
2) License Grants
2. License Grants.
2.1. Original Contributor Grant. Subject to Your compliance with Sections 3, 8.10 and Attachment A of this License, Original Contributor grants to You a worldwide, royalty-free, non-exclusive license, to the extent of Original Contributor's Intellectual Property Rights covering the Original Code, Upgraded Code and Specifications, to do the following:
a) Research and Development Use License:
(i) use, reproduce and modify the Original Code, Upgraded Code and Specifications to create Modifications and Reformatted Specifications for Research and Development Use by You,
(ii) publish and display Original Code, Upgraded Code and Specifications with, or as part of Modifications, as permitted under Section 3.1 b) below,
(iii) reproduce and distribute copies of Original Code and Upgraded Code with, or as part of Modifications, to other Licensees and students for Research and Development Use by You,
(iv) compile, reproduce and distribute Original Code and Upgraded Code with, or as part of Modifications, in Executable form, and Reformatted Specifications to anyone for Research and Development Use by You.
b) Other than the licenses expressly granted in this License, Original Contributor retains all right, title, and interest in Original Code and Upgraded Code and Specifications.
2.2. Your Grants.
a) To Other Licensees. You hereby grant to each Licensee a license to Your Error Corrections and Shared Modifications, of the same scope and extent as Original Contributor's licenses under Section 2.1 a) above relative to Research and Development Use, Attachment C relative to Internal Deployment Use, and Attachment D relative to Contribution in kind.
b) To Original Contributor. You hereby grant to Original Contributor a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license, to the extent of Your Intellectual Property Rights covering Your Error Corrections, Shared Modifications and Reformatted Specifications, to use, reproduce, modify, display and distribute Your Error Corrections, Shared Modifications and Reformatted Specifications, in any form, including the right to sublicense such rights through multiple tiers of distribution.
c) Other than the licenses expressly granted in Sections 2.2 a) and b) above, and the restriction set forth in Section 3.1 d) (iv) below, You retain all right, title, and interest in Your Error Corrections, Shared Modifications and Reformatted Specifications.
2.3. Contributor Modifications. You may use, reproduce, modify, display and distribute Contributor Error Corrections, Shared Modifications and Reformatted Specifications, obtained by You under this License, to the same scope and extent as with Original Code, Upgraded Code and Specifications.
2.4. Subcontracting Error Corrections or Shared Modifications. You may deliver the Source Code of Community Code to other Licensees having at least a Research and Development Use license, for the purpose of furnishing development services to You in connection with Your rights granted in this License. All such Licensees must execute appropriate documents with respect to such work consistent with the terms of this License, and acknowledging their work-made-for-hire status or assigning exclusive right to the work product and associated Intellectual Property Rights to You.
3) Requirements and Responsibilities
3. Requirements and Responsibilities.
3.1. Research and Development Use License. As a condition of exercising the rights granted under Section 2.1 a) above, You agree to comply with the following:
a) Your Contribution to the Community. All Error Corrections and Shared Modifications which You create or contribute to are automatically subject to the licenses granted under Section 2.2 above. You are encouraged to license all of Your other Modifications under Section 2.2 as Shared Modifications, but are not required to do so. You agree to notify Original Contributor of any errors in the Specification.
b) Source Code Availability. You agree to provide all Your Error Corrections to Original Contributor as soon as reasonably practicable and, in any event, prior to Internal Deployment Use or Commercial Use, if applicable. Original Contributor may, at its discretion, post Source Code for Your Error Corrections and Shared Modifications on the Community Web Server. You may also post Error Corrections and Shared Modifications on a web-server of Your choice; provided, that You inform the Original Contributor and that You must take reasonable precautions to ensure that only Licensees have access to such Error Corrections and Shared Modifications. Such precautions shall include, without limitation and at least, a click-on, download certification of Licensee status required of those attempting to download from the server. An example of an acceptable certification is attached as Attachment A-2.
c) Notices. All Error Corrections and Shared Modifications You create or contribute to must include a file documenting the additions and changes You made and the date of such additions and changes. If it is not possible to put the notice in a particular Source Code file due to its structure, then You must include the notice in a location (such as a relevant directory file), where a recipient would be most likely to look for such a notice.
(i) Community Code. Community Code may be distributed in Source Code or Executable form to anybody that accepts the JCSL License conditions and becomes a licensee. You may not offer or impose any terms on any Community Code that alter the rights, requirements, or responsibilities of such Licensee.
(ii) Community Code Compatibility. All Community Code must be Compliant Community Code prior to any Redistribution, whether originating from You or acquired from a third party. So if You plan to make any further Shared Modifications to any Community Code previously determined to be Compliant Community Code, you must ensure that it continues to be Compliant Community Code.
(iii) Derivative Work. If You make any non shared Modifications to any Community Code without contributing them as Shared Modifications, You must clearly indicate that your distribution is a modified version of the official Community Code and must clearly remind to your Licensees that they also have to accept the JCSL License conditions on your Derivative Work.
(iv) Modified Executable. You may distribute Executable version(s) of a Derivative Work to Licensees and other third parties only for the purpose of evaluation and comment in connection with Research and Development Use by You. You must ensure that the Executable distribution based on a Derivative Work carries a different mark than the JAHIA Trademarks. You may distribute a Derivative Work under a license of Your choice, which may contain terms different from this License, provided (a) that You are in compliance with the terms of this License, and (b) You must make it absolutely clear that any terms which differ from this License are offered by You alone, not by Original Contributor or any other Contributor. Any other type of use must be subject to the execution of a complementary license agreement by You and Original Contributor.
(v) Modified Class, Interface and Package Naming. In connection with Research and Development Use by You only, You may use Original Contributor's class, interface and package names only to accurately reference or invoke the Source Code files You modify. Original Contributor grants to You a limited license to the extent necessary for such purposes.
(vi) Copyrights and other Attribution Notices. You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from Community Code, excluding those notices that do not pertain to any part of the Derivative Works. You may add Your own copyright statement to Your Modifications.
(vii) You expressly agree that any distribution, in whole or in part, of Modifications developed by You shall only be done pursuant to the terms and conditions of this License.
(i) Community Code. You may not include any Source Code of Community Code in any Extensions without the prior consent of the Original Contributor;
(ii) Open. You agree to refrain from enforcing any Intellectual Property Rights You may have covering any interface(s) of Your Extension, which would prevent the implementation of such interface(s) by Original Contributor or any Licensee. This obligation does not prevent You from enforcing any Intellectual Property Right You have that would otherwise be infringed by an implementation of Your Extension.
(iii) Class, Interface and Package Naming. You may not add any packages, or any public or protected classes or interfaces with names that originate or might appear to originate from Original Contributor including, without limitation, package or class names which begin with "com.jahia", org.jahia or its equivalents in any subsequent class, interface and/ or package naming convention adopted by Original Contributor. It is specifically suggested that You name any new packages using the "Unique Package Naming Convention" as described in "The Java Language Specification" by James Gosling, Bill Joy, and Guy Steele, ISBN 0-201-63451-1, August 1996. Section 7.7 "Unique Package Names", on page 125 of this specification which states, in part:
"You form a unique package name by first having (or belonging to an organization that has) an Internet domain name, such as "sun.com". You then reverse the name, component by component, to obtain, in this example, "com.sun", and use this as a prefix for Your package names, using a convention developed within Your organization to further administer package names."
3.2. Additional Requirements and Responsibilities. Any additional requirements and responsibilities relating to the Technology are listed in Attachment F (Additional Requirements and Responsibilities), if applicable only, and are hereby incorporated into this Section 3.
4) Versions of the License
4. Versions of the License.
4.1. License Versions. Original Contributor may publish revised versions of the License from time to time. Each version will be given a distinguishing version number.
4.2. Effect. Once a particular version of Community Code has been provided under a version of the License, You may always continue to use such Community Code under the terms of that version of the License. You may also choose to use such Community Code under the terms of any subsequent version of the License. No one other than Original Contributor has the right to promulgate License versions.
4.3. Conditional Open Sourcing : If Original Contributor decides to stop supporting a collaborative source compliant license policy as defined by the Collaborative Source Initiative (www.collaborativesource.org) or does not want to adjust this license consequently, Original Contributor shall release the last version available under a collaborative source license under an open source license of his choice as defined by the Open Source Initiative (www.opensource.org).
5) Disclaimer of Warranty
5. Disclaimer of Warranty.
5.1. COMMUNITY CODE IS PROVIDED UNDER THIS LICENSE "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COMMUNITY CODE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. YOU AGREE TO BEAR THE ENTIRE RISK IN CONNECTION WITH YOUR USE AND DISTRIBUTION OF COMMUNITY CODE UNDER THIS LICENSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COMMUNITY CODE IS AUTHORIZED HEREUNDER EXCEPT SUBJECT TO THIS DISCLAIMER.
5.2. You acknowledge that Original Code, Upgraded Code and Specifications are not designed or intended for use in (i) on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or (ii) in the design, construction, operation or maintenance of any nuclear facility. Original Contributor disclaims any express or implied warranty of fitness for such uses.
6.1. By You. You may terminate this Research and Development Use license at any time.
6.2. By Original Contributor. This License and the rights granted hereunder will terminate:
(i) automatically if You fail to comply with the terms of this License and fail to cure such breach within 30 days of receipt of written notice of the breach;
(ii) immediately in the event of circumstances specified in Sections 7.1 or 8.4; or
(iii) at Original Contributor's discretion upon any action initiated in the first instance by You alleging that use or distribution by Original Contributor or any Licensee, of Original Code, Upgraded Code, Error Corrections or Shared Modifications contributed by You, or Specifications, infringe a patent owned or controlled by You.
6.3. Effect of Termination. Upon termination, You agree to discontinue use and return or destroy all copies of Community Code in your possession. All sublicenses to the Community Code which you have properly granted shall survive any termination of this License. Provisions which, by their nature, should remain in effect beyond the termination of this License shall survive including, without limitation, Sections 2.2, 3, 5, 7 and 8.
6.4. Each party waives and releases the other from any claim to compensation or indemnity for permitted or lawful termination of the business relationship established by this License.
7.1. Infringement. Should any of the Original Code, Upgraded Code or Specifications ("Materials") become the subject of a claim of infringement, Original Contributor may, at its sole option, (i) attempt to procure the rights necessary for You to continue using the Materials, (ii) modify the Materials so that they are no longer infringing, or (iii) terminate Your right to use the infringing code, immediately upon written notice, while retaining your rights to continue using the Materials that are not the subject of a claim of infringement.
7.2. LIMITATION OF LIABILITY. TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, ORIGINAL CONTRIBUTOR'S LIABILITY TO YOU FOR CLAIMS RELATING TO THIS LICENSE, WHETHER FOR BREACH OR IN TORT, SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF THE AMOUNT HAVING THEN ACTUALLY BEEN PAID BY YOU TO ORIGINAL CONTRIBUTOR FOR ALL COPIES LICENSED HEREUNDER OF THE PARTICULAR ITEMS GIVING RISE TO SUCH CLAIM, IF ANY. IN NO EVENT WILL YOU (RELATIVE TO YOUR SHARED MODIFICATIONS OR ERROR CORRECTIONS) OR ORIGINAL CONTRIBUTOR BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS LICENSE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT YOU OR ORIGINAL CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
8.1. Trademark. You agree to comply with the then current JAHIA Trademark & logo usage requirements accessible through the Jahia Web Server. Except as expressly provided in the License, You are granted no right, title or license to, or interest in, any JAHIA Trademarks. You agree not to (i) challenge Original Contributor's ownership or use of JAHIA Trademarks; (ii) attempt to register any JAHIA Trademarks, or any mark or logo substantially similar thereto; or (iii) incorporate any JAHIA Trademarks into your own trademarks, product names, service marks, company names, or domain names.
8.2. Integration. This License represents the complete agreement concerning the subject matter hereof.
8.3. Assignment. Original Contributor may assign this License, and its rights and obligations hereunder, in its sole discretion. You may assign the Research and Development Use portions of this License to a third party. You may not assign the Internal Deployment Use or Commercial Use license, including by way of merger (regardless of whether You are the surviving entity) or acquisition, without Original Contributor's prior written consent.
8.4. Severability. 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. Notwithstanding the foregoing, if You are prohibited by law from fully and specifically complying with Sections 2.2 or 3, this License will immediately terminate and You must immediately discontinue any use of Community Code.
8.5. Governing Law. This License shall be exclusively governed by the laws of Switzerland. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
8.6. Dispute Resolution. All disputes arising out of or in connection with the present License, including disputes on its conclusion, binding effect, amendment and termination shall be resolved, to the exclusion of the ordinary courts by a single Arbitrator in accordance with the International Arbitration Rules of the Geneva Chamber of Commerce. The decision of the Arbitrator shall be final, and the parties waive all challenge of the award in accordance with art. 192 of the Swiss Private International Law Statute.
8.7. Construction. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License.
8.8. U.S. Government End Users. The Community Code is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire Community Code with only those rights set forth herein. You agree to pass this notice to Your licensees.
8.9. Press Announcements. All press announcements relative to the execution of this License must be reviewed and approved by Original Contributor and You prior to release.
8.10. International Use.
a) Export/Import Laws. Community Code is subject to Swiss export control laws and may be subject to export or import regulations in other countries. Each party agrees to comply strictly with all such laws and regulations and acknowledges their responsibility to obtain such licenses to export, re-export, or import as may be required. You agree to pass these obligations to Your licensees.
b) Intellectual Property Protection. Due to limited intellectual property protection and enforcement in certain countries, You agree not to redistribute the Original Code, Upgraded Code, and Specifications to any country other than the list of restricted countries on the JCSL Web Server.
8.11. Language. This License is in the English language only, which language shall be controlling in all respects, and all versions of this License in any other language shall be for accommodation only and shall not be binding on the parties to this License. All communications and notices made or given pursuant to this License, and all documentation and support to be provided, unless otherwise noted, shall be in the English language.
1. "Commercial Use" means any use of a Derivative Work by You to any third party, alone or bundled with any other software or hardware, for direct or indirect commercial or strategic gain or advantage, is subject to execution of a purchase or reselling agreement by You and Original Contributor.
2. "Community Code" means the Original Code, Upgraded Code, Error Corrections, Shared Modifications, or any combination thereof.
3. "Community Web Server(s)" means the web server(s) designated by Original Contributor for posting Error Corrections and Shared Modifications and/or accessing documentation.
4. "Compliant Community Code" means Shared Modifications that have been submitted to Original Contributor for review and have been accepted as valid and correct Community Code.
5. "Contributor" means each Licensee that creates or contributes to the creation of any Error Correction or Shared Modification.
6. "Derivative Work" means any work, whether in Source or Object form, that is based on (or derived from) Community Code and for which the editorial revisions, annotations, elaborations, or other Modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Community Code and Derivative Works thereof.
7. "Error Correction" means any change made to Community Code which conforms to the Specification and corrects the adverse effect of a failure of Community Code to perform any function set forth in or required by the Specifications.
8. "Executable" means the Original Code, Upgraded Code, Modifications, or any combination thereof that has been converted to a form other than Source Code.
9. "Extension(s)" means any additional classes or other programming code and/or interfaces developed by or for You which: (i) are designed for use with the Technology; (ii) constitute an API for a library of computing functions or services; and (iii) are disclosed to third party software developers for the purpose of developing software which invokes such additional classes or other programming code and/or interfaces. The foregoing shall not apply to software development by Your subcontractors to be exclusively used by You.
10. "Intellectual Property Rights" means worldwide statutory and common law rights associated solely with (i) patents and patent applications; (ii) works of authorship including copyrights, copyright applications, copyright registrations and "moral rights"; (iii) the protection of trade and industrial secrets and confidential information; ; (iv) trademarks, trade names, service marks and logos (whether the same is registered or unregistered), and (v) divisions, continuations, renewals, and re-issuances of the foregoing now existing or acquired in the future.
11. "Internal Deployment Use" means use of the Original Code, Upgraded Code, Modifications, or any combination thereof (excluding Research and Development Use) within Your business or organization only by Your employees and/or agents, subject to execution of Attachment C by You and Original Contributor, if required.
12. "Licensee" means any party that has entered into and has in effect a version of this License with Original Contributor.
13. "Modification(s)" means (i) any change to Community Code; (ii) any new file or other representation of computer program statements that contains any portion of Community Code; and/or (iii) any new Source Code implementing any portion of the Specifications.
14. "Original Code" means the initial Source Code for the Technology as described on the Technology Download Site.
15. "Original Contributor" means Jahia Ltd., 45, rue de la Gare, 1260 Nyon, Switzerland.
16. "Reformatted Specifications" means any revision to the Specifications which translates or reformats the Specifications (as for example in connection with Your documentation) but which does not alter, subset or superset the functional or operational aspects of the Specifications.
17. "Research and Development Use" means use and distribution of the Original Code, Upgraded Code, Modifications, or any combination thereof only for Your research, development, educational or personal and individual use, and expressly excludes Internal Deployment Use and Commercial Use.
18. "JCSL Webpage" means the JAHIA Collaborative Source license webpage located at http://www.jahia.org/ or such other URL that Original Contributor may designate from time to time.
19. "Shared Modifications" means Modifications provided by You, at Your option, pursuant to Section 2.2, or received by You from a Contributor pursuant to Section 2.3.
20. "Source Code" means computer program statements written in any high-level, readable form suitable for modification and development.
21. "Specifications" means the specifications for the Technology and other documentation, as designated on the Jahia WebServer, as may be revised by Original Contributor and other Contributors from time to time.
22. "JAHIA Trademarks" means Original Contributor's JAHIA trademarks and logos, whether now used or adopted in the future.
23. "Technology" means the technology described in Attachment B, and Upgrades.
24. "Technology Download Site" means the site(s) designated by Original Contributor for access to the Original Code, Upgraded Code and Specifications.
25. "Upgrade(s)" means new versions of Technology designated exclusively by Original Contributor as an "Upgrade" and released by Original Contributor from time to time.
26. "Upgraded Code" means the Source Code for Upgrades, possibly including Error Corrections and Shared Modifications made by Contributors.
27. "You(r)" means an individual, or a legal entity acting by and through an individual or individuals, exercising rights either under this License or under a future version of this License issued pursuant to Section 4.1. For legal entities, "You(r)" includes any entity that by majority voting interest controls, is controlled by, or is under common control with You.
ATTACHMENT A - REQUIRED NOTICES
ATTACHMENT A-1 - REQUIRED IN ALL CASES
The contents of this file, or the files included with this file, are subject to the current version of JAHIA Collaborative Source License for the Jahia CMS and Portal Server (the "License"); You may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.jahia.org. See the License for the rights, obligations and limitations governing use of the contents of the file.
The Original and Upgraded Code is the Jahia CMS and Portal Server. The developer of the Original and Upgraded Code is JAHIA Ltd. JAHIA Ltd. owns the copyrights in the portions it created. All Rights Reserved.
Description of Contribution(s):
ATTACHMENT A-2 - SAMPLE LICENSEE CERTIFICATION
"By clicking the `Agree' button below, You certify that You are a Licensee in good standing under the JAHIA Collaborative Source License for the Technology mentioned as Jahia CMS and Portal Server ("License") and that Your access, use and distribution of code and information You may obtain at this site is subject to the License."
ATTACHMENT B - SOFTWARE DEFINITION
Jahia Portal Server 4.0.x Technology
Jahia Server 4.0.x Technology
Description of "Technology": The Jahia Server 4.0.x Technology as described as part or in whole in possible multiple editions on the Technology Download Site.
The Jahia Portal Server is a 100% java based CMS and Portal solution for delivering web content, web applications or web services to multiple business communities across intranets, extranets and the internet.
ATTACHMENT C - INTERNAL DEPLOYMENT USE
This Attachment C is only effective for the Technology specified in Attachment B and includes the requirement to pay royalties. Attachment D describes how you can reduce or pay no royalties by becoming a Contributor of the Technology. In the event of a conflict between the terms of this Attachment C and Attachment D, the terms of Attachment C shall govern.
This Attachment C is to the JAHIA Collaborative Source License for Jahia CMS and Portal Server in its current version as published on the JCSL Webpage ("JCSL"). You have agreed to the terms of the JCSL by selecting the "Accept" button at the end of the JCSL or executing a hardcopy JCSL with Original Contributor. The terms of the JCSL (including the Glossary of terms) are included in this Attachment unless otherwise excluded or varied. You acknowledge that the JCSL is binding on You. This Attachment C is effective only if signed by You and Original Contributor or one of the authorized resellers, and applies to Your Internal Deployment Use of Community Code and the Technology. All capitalized terms used herein shall have the same meaning set forth in the JCSL, unless otherwise stated.
Upon execution of this Attachment C by You and Original Contributor, this Internal Deployment Use license shall have a perpetual term.
3) Internal Deployment Grant
Subject to Your compliance with Section 4 below, and Section 8.10 of the Research and Development Use license; in addition to the Research and Development Use license and in consideration of clause 7 below, Original Contributor grants to You a worldwide, non-exclusive license, to the extent of Original Contributor's Intellectual Property Rights covering the Original Code, Upgraded Code and Specifications, to do the following:
a) reproduce and modify the Original Code, Upgraded Code and Specifications to create Modifications and Reformatted Specifications for Internal Deployment Use by You,
b) compile, reproduce and distribute Original Code and Upgraded Code with, or as part of Modifications, in Executable form, through multiple tiers of distribution without infringing section 7 of this attachment.
c) reproduce and distribute Reformatted Specifications for Internal Deployment Use.
d) use the Technology without infringing section 7 of this attachment.
Other than the licenses expressly granted in this License, Original Contributor retains all right, title, and interest in Original Code and Upgraded Code and Specifications.
The license may only discriminate by purpose of execution. The Technology must be available for use by anyone, subject to the payment of the appropriate fee.
4) Additional Requirements and Responsibilities
In addition to the requirements and responsibilities specified in the Research and Development Use license, and as a condition to exercising the rights granted in Section 3 above, You agree to the following additional requirements and responsibilities:
a) Field of Use. This License is only for desktop or server use of the Technology and shall be limited to the use described in Section 7 below. For other purposes, You should contact Original Contributor for the appropriate license agreement.
b) Distribution of Source Code. Source Code of a Derivative Work may be distributed only to another Licensee of the same Technology.
5) Indemnity/Limitation of Liability
The provisions of Section 7.1 of the Research and Development Use license are superseded by the following:
a) Your Indemnity Obligation. You hereby agree to defend, at Your expense, any legal proceeding brought against Original Contributor or any Licensee to the extent it is based on a claim: (i) that the use, reproduction or distribution of any of Your Error Corrections or Shared Modifications is an infringement of a third party trade secret or a copyright in a country that is a signatory to the Bern Convention; (ii) arising in connection with any representation, warranty, support, indemnity, liability or other license terms You may offer in connection with any Derivative Work; or (iii) arising from Your Commercial Use of Derivative Work, other than a claim covered by Section 5.b) below, or a patent claim based solely on Derivative Work not provided by You. You will pay all damages, costs and fees awarded by a court of competent jurisdiction, or such settlement amount negotiated by You, attributable to such claim.
b) Original Contributor's Indemnity Obligation. Original Contributor will defend, at its expense, any legal proceeding brought against You, to the extent it is based on a claim that Your authorized Use of Original Code and Upgraded Code is an infringement of a third party trade secret or a copyright in a country that is a signatory to the Berne Convention. The foregoing shall not apply to any claims of intellectual property infringement based upon the combination of code or documentation supplied by Original Contributor with code, technology or documentation from other sources. NOTWITHSTANDING ANY OF THE ABOVE, THE TOTAL AMOUNT OF ORIGINAL CONTRIBUTOR'S LIABILITY SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF THE AMOUNT HAVING THEN ACTUALLY BEEN PAID BY YOU TO ORIGINAL CONTRIBUTOR FOR ALL COPIES LICENSED HEREUNDER OF THE PARTICULAR ITEMS GIVING RISE TO SUCH CLAIM, IF ANY.
c) Right of Intervention. Original Contributor will have the right, but not the obligation, to defend You, at Original Contributor's expense, in connection with a claim that Your Use of Original Code and Upgraded Code is an infringement of a third party patent and will, if Original Contributor chooses to defend You, pay all damages, costs and fees awarded by a court of competent jurisdiction, or such settlement amount negotiated by Original Contributor, attributable to such claim.
d) Prerequisites. Under Sections 5.a), b) and c) above, Original Contributor or any Licensee must: (i) provide notice of the claim promptly to the party providing an indemnity; (ii) give the indemnifying party sole control of the defence and settlement of the claim; (iii) provide the indemnifying party, at indemnifying party's expense, all available information, assistance and authority to defend; and (iv) not have compromised or settled such claim or proceeding without the indemnifying party's prior written consent.
e) Additional Remedies. Should any Original Code, Upgraded Code, Specifications, or Shared Modifications become, or in the indemnifying party's opinion be likely to become, the subject of a claim of infringement for which indemnity is provided above, the indemnifying party may, at its sole option, attempt to procure on reasonable terms the rights necessary for the indemnified party to exercise its license rights under this License with respect to the infringing items, or to modify the infringing items so that they are no longer infringing without substantially impairing their function or performance. If the indemnifying party is unable to do the foregoing after reasonable efforts and subject to the limitation of liability, then the indemnifying party may send a notice of such inability to the indemnified party together with a refund of any license fees received by the indemnifying party from the indemnified party for the infringing items applicable to the indemnified party's future use or distribution of such infringing items, in which case the indemnifying party will again not be liable for any damages resulting from infringing activity with respect to the infringing items occurring after such notice and refund.
6) Support Programs
a) Support to You. Technical support is not provided to You by Original Contributor under this License. You may contract for one or more support programs from Original Contributor or from third party partners relating to the Technology which are described on the Jahia Web Server.
b) User Support. You are responsible for providing technical and maintenance support services to Your users of the Technology.
7) Royalties and Payments
Technology specified in Attachment B.
The details of your license royalties and payment schedule are available in your Jahia License Summary page.
The fee for a particular version may only be increased in line with general price inflation in the currency used to pay the fee.
8) Notice of Breach or Infringement
Each party shall notify the other immediately in writing when it becomes aware of any breach or violation of the terms of this License, or when You become aware of any potential or actual infringement by a third party of the Technology or Original Contributor's Intellectual Property Rights therein.
9) Proprietary Rights Notices
You may not remove any copyright notices, trademark notices or other proprietary legends of Original Contributor or its suppliers contained on or in the Original Code, Upgraded Code and Specifications.
All written notices required by this License must be delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt by the persons at the addresses specified below (Signatures Section).
11) Disclaimer of Agency
The relationship created hereby is that of licensor and licensee and the parties hereby acknowledge and agree that nothing herein shall be deemed to constitute You as a franchisee or agent of Original Contributor. You hereby waive the benefit of any state or federal statutes dealing with the establishment and regulation of franchises.
You shall keep and maintain in confidence the terms and conditions of this Attachment C.
ATTACHMENT D - CONTRIBUTION AGREEMENT
This Attachment D, only applicable in addition to the Attachment C, is effective for the Technology specified in Attachment B and reduces or suppresses the requirement to pay royalties by becoming a Contributor of the Technology in exchange of a Shared Code Counterpart.
In the event of a conflict between the terms of this Attachment C and Attachment D, the terms of Attachment C shall govern.
1) Contribution Kit
Subject to the restrictions set forth in Section 8.10 of the Research and Development Use license, in addition to the Research and Development Use license and the Internal Deployment Use license, Original Contributor grants to You reduction or complete suppression of royalties and payments described in Section 7 of the Attachment C in exchange of additional Added Value compensated in kind for the Technology, as described below.
2) Requirements for Determining Compliance
a) "Added Value" means Shared Modification Code, Error Corrections and/or Specifications or documentation linked with the software which:
(i) represents a significant functional and value added enhancement to the Technology;
(ii) operates in conjunction with the Technology; and
(iii) is not marketed as a technology which replaces or substitutes for the Technology.
b) "Shared Code Counterpart" means those Modification(s), Extension(s), Error Correction(s) and/or documentation files which are identified by You as "shareable" (or words of similar meaning), that you suggest as a counterpart to a royalty and that brings Added Value to the Technology.
2.2. Development Restrictions. Shared Code Counterpart:
a) must include Added Value to other Licensee;
b) must fully comply with the Specifications for the Technology specified in Attachment B;
c) must include the Shared Code Counterpart, complete and unmodified pursuant to Section 2.2 of the Research and Development Use license;
3) Acceptation of a Shared Code Counterpart
The decision to reduce or suppress the royalties, the decided amount of reduction based on the due royalty described in the Section 7 of the Internal Deployment Use license and the criteria applied are let to the sole discretion of the Original Contributor. Original Contributor may refuse without explanation your proposal of Shared Code Counterpart.
4) Delay of submission of the Shared Code Counterpart and validation
a) Original Contributor may ask You for a specific delay to contribute your Shared Code Counterpart. Default delay is fixed to 6 month. If You do not contribute your Shared Code Counterpart during the fixed delay, Section 7 of the Attachment C will take precedence over this Attachment D from the date the contract was signed.
b) The right to accept and validate Your Shared Code Counterpart is only applicable by the Original Contributor. Original Contributor may ask for modifications of your counterpart before definitely accepting it as a Shared Code Counterpart.
5) Modifications on Royalties and Payments
Subject to Your contribution of a Shared Code Counterpart as described below or on your Jahia license summary page, Original Contributor grants to You a partial reduction or a full suppression of the due Royalties (Addendum to the Section 7 of the Attachment C):
Description of the contribution in kind and its value:
Default : None
Delay to develop and submit counterpart (usually 6 months): [6 months]