Jahia Sustainable Software License

JAHIA SUSTAINABLE SOFTWARE LICENSE (JSSL)

Version 1.0

Introduction
The JAHIA Sustainable Software License and effective attachments ("License") may include two distinct licenses: 1) Test, Research and Development Use and 2) Commercial Use. The Test, Research and Development Use license is effective when You execute this License. You have agreed to the terms of this License by selecting the "Accept" button at the end of the JSSL or executing a hardcopy JSSL with Initial Developer.

The Commercial Use (Attachment B) and the Approved Counterpart Agreement (Attachment C) must be signed by You and Initial Developer 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 Definitions section.

1. Definitions.

1.1. "Approved Counterpart" means the Modification(s) which are identified by You as being "valuable" (or words of similar meaning), which you suggest as a counterpart to the Initial Developer and which were accepted and validated by the Initial Developer.

1.2. "Commercial Use" means any use of Original Software by You, alone or bundled with any other software or hardware, is subject to Attachment B, at the exclusion of any Test, Research and Development Use.

1.3. "Contributor" means each individual or entity that creates or contributes to the creation of Modifications.

1.4. "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.

1.5. "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.

1.6. "Executable" means the Covered Software in any form other than Source Code.

1.7. "Initial Developer" means the individual or entity that first makes Original Software available under this License.

1.8. "Larger Work" means a work which combines Covered Software or portions thereof with code not governed by the terms of this License.

1.9. "License" means this document.

1.10. "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.

1.11. "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 previous Modifications;

B. Any new file that contains any part of the Original Software or previous Modification; or

C. Any new file that is contributed or otherwise made available under the terms of this License.

1.12. "Original Software" means the Source Code and Executable form of computer software code that is originally released under this License.

1.13. "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.

1.14. "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.

1.15. "Test, Research and Development Use" means use and distribution of the Original Software only for testing, researching and developing the Original Software and expressly excludes any use for direct or indirect commercial or strategic gain or advantage which is either subject to attachment B or to execution of a purchase or reselling agreement by You and Initial Developer.

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 3.1 below and subject to third party intellectual property claims, the Initial Developer hereby grants You a world-wide, royalty-free, non-exclusive Test, Research and Development Use license:

(a) under intellectual property rights (other than patent or trademark) Licensable by Initial Developer, to use, reproduce, modify, display, perform and distribute the Original Software (or portions thereof), with or without Modifications, and/or as part of a Larger Work, for Test, Research and Development Use by You; and

(b) under Patent Claims infringed by the making, using or selling of Original Software, to make, have made, use, practice and/or otherwise dispose of the Original Software (or portions thereof) for Test, Research and Development Use by You.

(c) The licenses granted in Sections 2.1(a) and 2.1(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 for Test, Research and Development Use by You.

(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.

(e)Execution of the Covered Software for all other purposes than mentioned in this Section is subject to a fee, payable to the Initial Developer and to be mutually agreed upon by You and the Initial Developer. The grant explicitly does not apply to Commercial Use of the Original Software. Commercial Use of Original Software requires a signed approval of Attachment B explicitly issued for that purpose by the Initial Developer.

(f) Other than the rights expressly granted in this License, Initial Developer retains all rights, titles, and interests in the Original Software.

2.2. Contributor Grant.

Conditioned upon Your compliance with Section 3.1 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.

(e) Subject to an approval by the Initial Developer, Contributor may ask for an Approved Counterpart for his Modifications (see Attachment C).

(f) Other than the rights expressly granted in this License, Contributor retains all rights, titles, and interests in his Modifications.

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 and You have to ensure that any recipients has accepted the terms of this License by selecting the "Accept" button at the end of the JSSL or by executing a hardcopy JSSL with You. 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. 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.

3.4. 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.

3.5. 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 and enforce the payment of the appropriate fee to Initial Developer for any Commercial Use by any recipient. 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.

3.6. 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.

JAHIA, Ltd. 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.

4.4. Conditional Open Sourcing

If Initial Developer goes out of business, the last version of the Original Software available under this License will automatically be relicense under the Common Development and Distribution License, as published by the Open Source Initiative (http://www.opensource.org/licenses/cddl1.php).

5. DISCLAIMER OF WARRANTY.

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.

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.

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.

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JAHIA SUSTAINABLE SOFTWARE LICENSE (JSSL) 1.0 - Attachment A

Additional Terms applicable to the JAHIA Sustainable Software License.

I. Effect.
These additional terms described in this JAHIA Sustainable Software License - Attachment A shall apply to the Covered Software under this License.

II. JAHIA and logo.
This License does not grant any rights to use the trademarks "JAHIA" and the "JAHIA" logos even if such marks are included in the Original Software or Modifications.

However, in addition to the other notice obligations, all copies of the Covered Software in Executable and Source Code form distributed must, as a form of attribution of the Initial Developer, include on each user interface screen (i) the "JAHIA" logo and (ii) the copyright notice in the same form as the latest version of the Covered Code distributed by the Initial Developer at the time of distribution of such copy. In addition, the "JAHIA" logo must be visible to all users and be located at the very bottom of each user interface screen. Notwithstanding the above, the dimensions of the "JAHIA" logo must be at least 45 x 34 pixels. When users click on the "JAHIA" logo it must direct them back to http://www.jahia.org. In addition, the copyright notice must remain visible to all users at all times at the bottom of the user interface screen. When users click on the copyright notice, it must direct them back to http://www.jahia.org.

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JAHIA SUSTAINABLE SOFTWARE LICENSE (JSSL) 1.0 - Attachment B - COMMERCIAL USE AGREEMENT

This Attachment B is only effective for Commercial Use of the Original Software and includes the requirement to pay license fees and to accept the scope of Commercial Use as defined by the Initial Developer. Attachment C describes how you can receive a counterpart (usually under the form of a license discount) for Your Modifications or Larger Work. In the event of a conflict between the terms of this Attachment B and Attachment C, the terms of Attachment B shall govern.

I) Effect
This Attachment B is effective only if signed by You and Initial Developer and applies to Your Commercial Use of the Original Software.

II) Initial Developer Grant
Conditioned upon the payment of the appropriate fee to Initial Developer and limited to the scope of Commercial Use as defined by Initial Developer, of your compliance with Section 3.1 of the License and subject to third party intellectual property claims, the Initial Developer hereby grants You a world-wide, non-exclusive and royalty-bearing license:

(b) under Patent Claims infringed by the making or using 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) for Commercial Use.

(c) The licenses granted in Sections II(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 II(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.

(e) Other than the rights expressly granted in this License, Initial Developer retains all rights, titles, and interests in Original Software

III) No Discrimination
The Original Software must be available for Commercial Use by anyone, subject to the payment of the appropriate fee.

IV) Fees, payments and scope of Commercial Use
(a) The details of your license fees, payment schedule and scope of use (number of CPU, users, servers, modules,...) applicable to your Commercial Use Agreement should be agreed and signed by You and the Initial Developer.
(b) The royalties for a particular version may only be increased in line with general price inflation in the currency used to pay it.
(c) All royalties paid to Initial Developer are non-refundable.

V) Commercial Distribution Requirement
You may distribute copies for Commercial Use under a license agreement of Your choice which is consistent with Your rights and obligations under the License and this Attachment B including with the fact that you need to pay royalties to Initial Developer for each copy of the Original Software you distribute for Commercial Use. You may provide warranties, indemnities and/or other additional terms and conditions in Your license agreements, provided that it is clear that such additional terms and conditions are offered by You only. You hereby agree to indemnify the Initial Developer for any liability incurred by the Initial Developer as a result of any such terms You offer.

VI) Confidentiality
You and Initial Developer agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement including non-public technical and business information for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information. The receiving party of any confidential information of the other party agrees not to use said confidential information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's confidential information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

VIII) Term
Subject to the payment of the appropriate fee, of your compliance with this License and upon execution of this Attachment B by You and Initial Developer, this Commercial Use license shall have a perpetual term.

Scope:_________________________________________
_______________________________________________
_______________________________________________
_______________________________________________

Royalty per Unit:______________________________
_______________________________________________
_______________________________________________
_______________________________________________

Your Signature:
Date___________________________________________
Signed:________________________________________
Printed Name:__________________________________

Initial Developer Signature:
Date___________________________________________
Signed:________________________________________
Printed Name:__________________________________

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JAHIA SUSTAINABLE SOFTWARE LICENSE (JSSL) 1.0 - Attachment C - APPROVED COUNTERPART AGREEMENT

This Attachment C offers a counterpart, usually under the form of a license discount or some license credits, in exchange of a Modifications or a Larger Work and Your joint copyright assignment to the Initial Developer. In the event of a conflict between the terms of the Attachment B and this Attachment C, the terms of Attachment B shall govern.

I) Effect
This Attachment C is effective only if signed by You and Initial Developer.

II) Acceptation of Your Modifications or Larger Work as an Approved Counterpart
The decision to accept Your Modifications or Larger Work as an Approved Counterpart, its value, the form of compensation and the criteria applied are let to the sole discretion of the Initial Developer. The Initial Developer may refuse without explanation your suggested counterpart.

III) Contributor Joint Copyright Assignment for Your Approved Counterpart
a) Contributor owns, and has sufficient rights to contribute, all source code and related material intended to be compiled or integrated with the source code for the Modifications or the Larger Work which Contributor has ever delivered, and Initial Developer has accepted, for incorporation into the Covered Software.
b) Contributor hereby assigns to the Initial Developer joint ownership in all worldwide common law and statutory rights associated with the copyrights, copyright application, copyright registration and moral rights in the Approved Counterpart to the extent allowable under applicable local laws and copyright conventions. Contributor agrees that this assignment may be submitted by Initial Developer to register a copyright in the Approved Counterpart. Contributor retains the right to use the Approved Counterpart for Contributor's own purposes. This Joint Copyright Assignment supersedes and replaces all prior copyright assignments made by Contributor to Initial Developer for the Covered Software.
c) Contributor is legally entitled to grant the above assignment and agrees not to provide any Contribution that violates any law or breaches any contract.

III)Submission and validation for the Approved Counterpart
a) Initial Developer may require You to submit your Approved Counterpart within a specific period of time. The default period is 6 months. If You do not contribute your Approved Counterpart within the specified period, Section IV of the Attachment B will take precedence over this Attachment C from the date the contract was originally accepted by both parties.
b) The right to validate your Modifications or Larger Work as an Approved Counterpart is only applicable by the Initial Developer. The Initial Developer may ask for additional corrections on your suggested counterpart before definitively accepting it as an Approved Counterpart.

IV) Modifications on fees and payments
Subject to Your contribution of an Approved Counterpart, Initial Developer will grant to You another counterpart, usually under the form of a license discount or some license credits (Addendum to the Section IV of the Attachment B).

Description of the Approved Counterpart, its value and the type of compensation which shall be approved by both parties:

Default : None
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________

Period to submit Your Approved Counterpart (usually 6 months): [6 months]

Contributor Contact Information:
Full Name:_____________________________________(the "Contributor")
E-mail:________________________________________
Mailing Address:_______________________________
_______________________________________________
Telephone:_____________________________________
Facsimile:_____________________________________
Country:_______________________________________

Contributor Signature:
Date___________________________________________
Signed:________________________________________
Printed Name:__________________________________

Initial Developer Signature:
Date___________________________________________
Signed:________________________________________
Printed Name:__________________________________