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Enterprise Ready Open Software License Supplement |
Development Draft |
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This license fills gaps between the terms open software developers apply to their work and the terms companies expect for software they rely on. Open software developers can sell supplementary licenses to companies on these terms to fill those gaps.
These terms, together with the cosigned Proposal referencing them, make up an agreement between Developer and Company.
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The Proposal must identify:
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the Developer
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whether the Developer is an individual or a company
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the Company
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the Software this agreement covers
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the Fee for this agreement
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The Proposal may identify:
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the Payment Method Company will use to pay the Fee, which by default is
default payment method -
the Term of this agreement, which by default is
default term
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These terms supplement the Public License that applies to the Software. Though part of a single transaction, these terms and the Public License will be interpreted as entirely independent legal documents, so that Developer and Company can continue to rely on guidance for the Public License as a standardized form.
Company agrees to pay the Fee via the Payment Method within first payment deadline of entering this agreement.
Company agrees to pay all fees under this agreement via the Payment Method.
Company agrees to increase the amount of each payment to Developer so that Developer receives the full amount owed, net of any fees for use of the Payment Method.
Company agrees to pay all tax on fees under this agreement, except tax Developer owes on income.
Company's Obligations continues after this agreement ends.
Developer guarantees that Developer is aware that:
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Legal "work made for hire" rules can make employers and clients, rather than developers, owners of intellectual property in software.
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Common legal agreements, such as independent contractor, employee, and company founder agreements, transfer ownership of intellectual property from developers to companies.
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When a work made for hire rule or assignment agreement transfers ownership of intellectual property in software to a company, then the company, not the developer, has the legal right to license the software.
Developer guarantees that Developer has all the rights needed to make the Latest Version of the Software available under the Public License.
Developer guarantees that Developer will not incorporate any work into the Latest Version of the Software that Developer does not have the right to make available under the Public License.
Developer agrees to collect published records showing that other contributors to the Latest Version of the Software license their contributions on terms that permit making their work available under the Public License as part of the Latest Version of the Software.
Developer guarantees that as of the date of this agreement, Developer is not aware of any patent not covered by the Public License that the Latest Version of the Software infringes, or that Company would infringe by Expected Use of the Software.
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Developer guarantees that any Dependencies are and will be Open Work generally available for Company to download, free of charge, from a Public Software Repository.
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Company agrees that Developer may rely on copies of and references to specific public licenses in "README", "LICENSE", source code, and similar files, and licensing metadata in "package.json" and similar, standardized metadata files, to determine whether Dependencies are Open Work.
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Developer does not make any service-level agreement or other specific guarantee about any Public Software Repository.
Developer guarantees that the license terms for Dependencies and the Public License are and will remain collectively compatible, so that Developer and others have permission to run, combine, and distribute the Software with its Dependencies.
Developer guarantees that the Software does not and will not contain computer viruses, Trojans, worms, or other malicious code.
If the Public License does not explicitly grant a patent license, then Developer licenses Company to do everything with the Software that would otherwise infringe any patent claims Developer can license, or becomes able to license.
Developer agrees that if Company fails to comply with any condition or other rule of the Public License, Company can keep its license by taking all practical steps to comply within 30 calendar days after receiving notice of the failure from Developer or anyone else.
Subject to Indemnification Process, Developer agrees to give Company Indemnification for Legal Claims by others:
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that Expected Use of the Software infringes any patent covered by Developer's guarantee under Don't Hide Patent Problems
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resulting from breach of Secure Rights to License the Software
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resulting from breach of Only Depend on Open Work
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resulting from breach of Avoid License Compatibility Problems
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resulting from breach of Keep Malicious Code Out of the Software
Company's only legal remedy for Legal Claims covered by Indemnification will be Indemnification.
Developer's Obligations continues until this agreement ends.
This agreement starts when Developer receives full payment of the Fee, and continues for the Term.
Company may renew this agreement, for an additional period as long as the Term, by paying Developer the Fee fee again during the renewal payment period before the Term would otherwise end. Developer may stop Company from renewing this agreement by giving Notice any time before Company pays an additional Fee.
!!! With the exception of Developer's obligations in Developer's Obligations, Developer provides the Software as is, without any warranty.
!!! Subject to Damages Limit Exceptions, Developer's total liability for breach of this agreement will not exceed the amount of the last Fee that Company paid Developer under this agreement. This limit applies even if Developer is advised that Company may suffer damages, and even if Company paid nothing at all.
Limited Damages does not limit damages for breach of:
Both sides agree that to give Notice under this agreement, the side giving Notice must send by e-mail to the address the recipient given with its signature, or to a different address given later for Notice going forward. If either side finds that e-mail can't be delivered to the e-mail address given, it may give Notice by registered mail to the address on file for the recipient with the state under whose laws it is organized, if the recipient is a company, or to the recipient's home address, if the recipient is an individual.
Company agrees that to receive Indemnification under this agreement, Company must give Notice of any covered Legal Claims quickly, allow Developer to control investigation, defense, and settlement, and cooperate with those efforts. Company agree that if Company fails to give Notice of any covered Legal Claims quickly, Indemnification will not cover amounts that could have been defended against or mitigated if Notice had been given quickly. Developer agrees that if Developer takes control of the defense and settlement of any Legal Claims covered by Indemnification, Developer will not agree to any settlements that admit fault for, or impose obligations on, Company without Company's Permission.
The law of the jurisdiction of Developer's Address will govern this agreement.
The United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement.
As far as the law allows, the Uniform Computer Information Transactions Act will not apply to this agreement.
Both sides intend the Proposal and these terms as the final, complete, and only expression of their terms about supplemental licensing of the Software.
Only Developer and Company may enforce this agreement.
Each side may assign all its rights, licenses, and obligations under this agreement, as a whole, to a new legal entity created to change its jurisdiction or legal form of organization, or to an entity that acquires substantially all of its assets or enough securities to control its management. Otherwise, each side needs Permission to assign any right or license under this agreement. Attempts to assign against the terms of this agreement will have no legal effect.
Lawsuit means a lawsuit brought by one side against the other, related to this agreement or the Software.
Developer's Local Courts means the national and any national-subdivision courts with jurisdiction at Developer's Address.
Both sides agree to bring any Lawsuit in Developer's Local Courts.
Both sides waive any objection to hearing any Lawsuit in Developer's Local Courts.
Both sides consent to the exclusive jurisdiction of Developer's Local Courts. Both sides may enforce judgments from Developer's Local Courts in other jurisdictions.
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Developer's Address means the address Developer gives along with their signature to the Proposal.
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Dependencies means software, content, and data from others that the Latest Version of the Software depends on, installs, configures, or links, directly or indirectly.
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Documentation means documentation for the Software written or released by Developer.
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Expected Use of the Software means Company's use of the Software, other than Use of the Software at Company's Own Risk.
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Indemnification means indemnifying and holding harmless for all liability, expenses, damages, and costs.
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Intellectual Property Right means any patent, copyright, trademark, or trade secret right, or any other legal right typically referred to as an intellectual property right.
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Latest Version of the Software means the latest version of the Software that Developer has released any "alpha", "beta", "prerelease", or similar version notation. Any time Developer releases a new version of the Software during the term of this agreement, that new version becomes the Latest Version of the Software.
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Legal Claims means claims, demands, lawsuits, and other legal actions.
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Notice means a written communication from one side to the other under Notice Process.
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Open Work means software licensed to the public on the terms of a standardized form license certified by Blue Oak Council or approved by the Open Source Initiative, and content or data licensed to the public on the terms of an Attribution or Attribution-ShareAlike license published by Creative Commons.
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Permission means prior Notice of consent.
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Public Software Repository means a website or Internet service that provides free-of-charge downloads of software.
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Use of the Software at Company's Own Risk means:
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use of the Software with changes, additions, or in combination with other software, computers, or data, in a way that infringes someone else's Intellectual Property Right or breaks the law, if use of the Software as provided, as described by any Documentation, would not
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use of other than the Latest Version of the Software that infringes someone else's Intellectual Property Right or breaks the law, if Company had Notice that using the Latest Version of the Software would not
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