Squiz.net Open Source License - is it free?
Hi,
What do you all think of this license? I think this license may be
non-Free. The main part which I don't like is the 'Notify' definition.
This license is being used by an 'open-source' product now used by the
Australian Government (MySource CMS, available at
http://matrix.squiz.net).
Andrew
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Squiz.Net Open Source Licence Agreement
Version 1.1
Squiz Pty Ltd (ABN 77 084 670 600) (Squiz.Net, Us or We) is the
original creator of software known as "MySource" (or sometimes as
"MySource Matrix") and promoter of Modifications (Modifications are
defined in Clause 4.2) which are created by Squiz.Net or assigned or
licensed to Squiz.Net by the user under this Licence or any other user
under a licence on these terms (the Software).
This licence (the Licence) applies between Us and each user of the
Software (You, which includes the organisation in, or for, which you
use the Software). This Licence also applies to each distributed copy
or extract of the Software.
PLEASE READ THIS LICENCE CAREFULLY BEFORE DOWNLOADING, COPYING, USING
OR INSTALLING THE SOFTWARE. BY DOWLOADING, COPYING, USING OR
INSTALLING SOFTWARE, YOU AGREE TO BE BOUND BY ALL THE TERMS AND
CONDITIONS OF THIS LICENCE.
Preamble
Squiz.Net is dedicated to the goals of open source software
development. Use of the source code of the Software on the terms of
this Licence, including to modify and distribute it, is encouraged.
That is what Clause 1 of this Licence addresses.
Copyright law gives Squiz.Net certain rights in relation to the code
We have created. Unlike a proprietary approach to software licensing
(where those rights are used to restrict others modifying and
distributing the software), We use those rights positively to license
on terms allowing modification and distribution (ie the terms of this
Licence). Copyright thereby becomes a tool for Us to ensure all users
of the Software comply with the open source objectives of this
Licence. To make that apply to Modifications users create, this
Licence causes intellectual property rights in Modifications to be
assigned or licensed back to Squiz.Net - which then become part of the
"Software". That is what Clause 2 of this Licence addresses.
As the creator and copyright holder of the Software, Squiz.Net have
the right to make the Software available under alternate licences with
differing obligations to this Licence. Rather than employ a dual
licensing model (as used by some other open source projects) and for
the reassurance of all users of the Software, We have chosen to detail
the method by which Squiz.Net may choose to conditionally release You
from some of Your Licence obligations in Clause 3.
1. Right of use
1.1 Subject to Clause 2 and the legal rights of any third party, You
are granted a non-exclusive right to install, view, copy, modify,
alter and add to the Software (in source or object code form) in any
way. However:
(a) You must not introduce any virus, worm, trojan horse or malicious
code into the Software;
(b) You must not remove or alter any copyright notice; and
(c) in any redistribution of Software or Modifications, you must make
clear what code You have changed and the date of the change in a way
to clearly distinguish it from other code.
1.2 Subject to Clause 2 and the legal rights of a third party, You are
granted a non-exclusive right to distribute (using the terms of this
Licence without alteration or addition) all or part of the Software
(in source or object code form) without having to make any kind of
payment to Us. To avoid doubt Your right of distribution includes a
right to distribute Modifications to the Software which also
constitute Software under this Licence.
1.3 Nothing in this Licence prevents:
(a) distribution of the Software as a component of an aggregate
software distribution containing programs from several different
sources;
(b) use of the Software in a business or a particular field of endeavour; or
(c) use of all or part of the Software together with, or as part of,
another computer program,
however, this Licence applies, and You must ensure that it continues
to apply, to each part of the Software (including Modifications of it)
despite any such distribution or use. This Licence does not apply to
any computer program other than the Software, even if that program is
distributed along with the Software.
1.4 If You distribute all or part of the Software You must do so in
source code form (regardless of whether you also distribute an object
code form).
2. Intellectual Property
2.1 You agree that Squiz.Net controls all intellectual property rights
(including copyright) in every aspect of the Software, including
source code and related documentation.
2.2 Where Squiz.Net has created source code of Software, we believe
that it does not infringe another person's copyright, but we make no
representations as to patent infringement.
2.3 It is Your responsibility to investigate and obtain permission
from the holder of any patent for use of any patent used by the
Software and to pay any royalties to the patent holder in connection
with Your use of such a patent. However, to avoid doubt, the rights in
clauses 1.1 and 1.2 include a right to use all relevant patents held
by Squiz.Net or which are assigned or licensed to Squiz.Net under
clause 2 of this Licence or under clause 2 of a licence by Squiz.Net
to another user on the terms of this Licence.
2.4 If You alter, modify or add to the Software, You are expected to
assign all of Your intellectual property rights (including copyright
and patent rights) in any Modifications to Squiz.Net including
copyright in any compilation comprised of any part of the original
source code of the Software and Your Modifications to the Software. If
you agree to assign the copyright of Your Modifications, Squiz will
grant You and every other user of the Software a perpetual,
world-wide, royalty-free, non-revokable, non-exclusive licence to use
the Modifications.
2.5 You agree to waive all moral rights that You may have in any
Modifications You make. You consent to the use of Your Modifications
by Squiz.Net or any other user under a licence on the terms of this or
another substantially similar licence, even if you might regard that
use as derogatory treatment under moral rights laws.
2.6 If You make available to Squiz.Net, or any other user, any of Your
Modifications, You represent to Us that these are Your original work
and that, as far as You are aware, neither it or its assignment,
licence or use under this Licence or another licence on these terms
infringes the intellectual property rights of any other person other
than a patent identified by a notation made in the source code you
have made available.
2.7 If the assignment in clause 2.4 is ineffective or does not occur
for any reason, You grant to Squiz.Net a royalty free, perpetual,
worldwide licence to use all intellectual property rights You have in
all Modifications to the Software, including the right to grant
licences to others on the terms of this or another substantially
similar Licence.
2.8 You must Notify Squiz.Net within 30 days of making any
Modifications even if You do not intend to distribute those
Modifications. Notify is defined in Clause 4.2 below. If Your
Modifications are incomplete, You must still Notify Squiz of the
status of your progress not less frequently than once every 30 days.
If You do not Notify Squiz.Net of Modifications You have made
(complete or not) within 30 days, Squiz.Net may deem that you have
opted to limit your obligations in accordance with Clause 3 and as
such Squiz.Net may reasonably charge You the consideration indicated
in Clause 3.
2.9 Squiz may choose to publish any notice you provide in accordance
with Clause 2.8 on its website or elsewhere for the benefit of other
users of the Software. You hereby grant Squiz.Net the right to publish
Your notice where We see fit. You will not charge Squiz.Net any fee
for this right.
2.10 You are obliged to promptly provide a copy of any Modifications
You make to any other party that requests a copy of Your Modifications
and in a format reasonably requested by them. You may not charge any
fee for complying with this obligation except for the reimbursement of
reasonable costs. If you provide Squiz.Net with a copy of Your
Modifications and Squiz.Net make Your Modifications available for
download from Our website, then this will be deemed to satisfy the
requirements of this clause.
3. Option to Limit Obligation
3.1 In return for a mutually agreed consideration, Squiz.Net may, at
its own discretion and without requirement, choose to conditionally
release You from some of Your obligations under this Licence.
Specifically, Squiz.Net may choose to conditionally waive Your
obligation to:
(a) distribute Modifications under the same terms as this Licence as
specified in Clause 1.1;
(b) assign copyright to Squiz.Net as specified in Clause 2.4;
(c) grant Squiz.Net perpetual royalty free use of Your Modifications
as specified in Clause 2.7;
(d) Notify Squiz of Your Modifications as specified in Clause 2.8; or
(e) provide copies of your Modifications on request as specified in
Clause 2.10.
For this Clause to operate, you must:
(i) have the written consent of Squiz.Net;
(ii) adhere to all of the conditions of Squiz.Net's written consent; and
(iii) have paid the agreed consideration in full.
4. General Terms and Conditions
4.1 Interpretation
Headings are for convenience only and do not affect interpretation.
The following rules apply unless the context requires otherwise:
(a) Examples given in this Licence are non-limiting. The words
"including" and "includes" are non-limiting;
(b) words in the singular number include the plural and vice versa;
(c) where a word or phrase is given a particular meaning, other parts
of speech and grammatical forms of that word or phrase have
corresponding meanings; and
(d) the Preamble is for convenience only, does not form part of this
Licence and does not affect interpretation.
4.2 Definitions
In addition to definitions appearing elsewhere in this Licence, the
following definitions apply unless the context requires otherwise.
Modifications means any alterations, additions, enhancements,
extensions, modules, developments, versions, releases, corrections,
fixes, Related Documentation, adaptations, translations and derivative
works of that software (collectively called), whether in source or
object code.
To avoid doubt if You extend or enhance the Software through the
creation of new functionality that may be optionally installed
(commonly called "modules" or "custom assets"), and these extensions
or enhancements are specifically written to operate primarily with the
Software, then these extensions or enhancements are also to be
considered Modifications and must therefore be covered by the terms of
this Licence.
Notify means You must provide Squiz.Net a clear and succinct written
notice of any Modifications You make. The Notice must as a minimum:
(a) explain the purpose of the Modifications; and
(b) provide information on how You may be easily contacted.
You must supply this notice to Squiz by one of the following methods:
(i) by mailing it to Squiz.Net's registered office (92 Jarrett Street
Leichhardt 2040, Sydney NSW Australia at the time this licence was
written);
(ii) by faxing it to Squiz.Net's registered office (+61 2 9568 6733
at the time this licence was written);
(iii) by submitting it through the form provided at Squiz's website
(http://www.squiz.net); or
(iv) by placing the Notice in an obvious and relevant public place
such as publicly accessible website where the notice will not be
removed for at least 12 months.
It is Your responsibility to ensure that the notice is received by Squiz.Net.
Related Documentation means any literature or materials of any kind
that You provide in written or electronic form in connection the
Software, including training, promotional or sales literature or
materials.
4.3 You bear Your own costs
You must bear Your own costs and expenses in relation to the exercise
of any right under this Licence.
4.4 Further assurances
You must take all steps and do everything reasonably required by
Squiz.Net to give effect to any of the transactions contemplated by
this Licence, including the assignment of intellectual property rights
under clause 2.
4.5 Entire agreement
This Licence contains the entire agreement between You and Squiz.Net
as at the date of this Licence with respect to its subject matter and
supersedes all prior representations, promises, agreements and
understandings between the parties connected with the Software in any
way.
4.6 Governing Law
This Licence is governed by the laws of New South Wales, Australia.
The parties submit to the non-exclusive jurisdiction of courts there.
4.7 Severability
Any provision of this Licence which is prohibited or unenforceable
under any applicable law will be ineffective in the jurisdiction where
that law applies, to the extent of the prohibition or
unenforceability. That will not invalidate the remaining provisions of
this Licence nor affect the validity or enforceability of that
provision in any other jurisdiction.
4.8 No Warranty or Assertion of Fitness of Use
We provide You with the Software at no cost and make it freely
available for you to access so that You may conduct your own
evaluation processes and determine if the Software is suitable for
Your intended use. Representations made by Squiz.Net with regard to
the Software assume that Squiz.Net has been specifically and
separately commissioned by You (and appropriately remunerated by You)
to provide installation, support, development and/or warranty
services. This Licence does not grant You any rights as to fitness of
purpose.
4.9 SOFTWARE PROVIDED "AS IS"
YOU ACKNOWLEDGE THAT SQUIZ.NET PROVIDES THE SOFTWARE TO YOU "AS IS"
AND, TO THE EXTENT PERMITTED BY LAW, SQUIZ.NET IS NOT LIABLE FOR YOUR
USE OF THE SOFTWARE OR EXERCISE OF ANY RIGHT UNDER THIS LICENCE,
WHETHER IN CONTRACT, NEGLIGENCE, OTHER TORTS, UNDER STATUTE OR
OTHERWISE. YOU MUST ENSURE THE SOFTWARE IS FIT FOR YOUR INTENDED USE
AND OTHERWISE OF A QUALITY THAT YOU REQUIRE.
4.10 LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL TERMS, CONDITIONS,
WARRANTIES, UNDERTAKINGS, INDUCEMENTS AND REPRESENTATIONS, WHETHER
EXPRESS OR IMPLIED BY LEGISLATION, THE COMMON LAW, EQUITY, TRADE,
CUSTOM OR USAGE OR OTHERWISE RELATING TO THE PROVISION BY US OF THE
SOFTWARE ARE EXPRESSLY EXCLUDED. IF A WARRANTY OR CONDITION IMPLIED BY
LAW IS NOT EFFECTIVELY EXCLUDED BY THIS PROVISION, SQUIZ.NET'S
LIABILITY TO YOU IN RESPECT OF ANY BREACH OF THAT WARRANTY OR
CONDITION IS LIMITED, AT SQUIZ.NET'S ELECTION, EITHER TO THE RESUPPLY
OF THE SOFTWARE TO YOU OR THE COST OF RESUPPLY OF THE SOFTWARE TO YOU.
SQUIZ.NET WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, LOSS OF SAVINGS
OR DATA OR FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES ARISING OUT OF OR
IN CONNECTION WITH THE SUPPLY OF THE SOFTWARE UNDER THIS LICENCE,
REGARDLESS OF WHETHER SQUIZ.NET WAS INFORMED OF THE POSSIBILITY OF
THOSE LOSSES. IN NO EVENT WILL SQUIZ.NET'S AGGREGATE LIABILITY TO YOU
(WHETHER IN CONTRACT, NEGLIGENCE, OTHER TORT, UNDER STATUTE OR
OTHERWISE) EXCEED THE GREATER OF AUD$10 OR THE AMOUNT OF ANY ROYALTY
YOU HAVE PAID TO SQUIZ.NET
4.11 Contributory Loss
Any liability that Squiz.Net has for any loss You suffer shall be
reduced to the extent that You or a third party are responsible for
that loss (regardless, in the case of a third party, of whether You
recover against that third party).
4.12 No Authority Apart From This Licence
Squiz.Net grants no right of use of the Software apart from the rights
in this Licence. Any use of the Software, or any part of it, other
than in accordance with this Licence is prohibited.
4.13 Survivability
In the event Squiz.Net become insolvent or cease trading You may
retain all rights granted by this license perpetually and irrevocably.
4.14 Termination
This Licence and the rights granted to You by Squiz.Net, in particular
those rights granted by Clauses 1.1 and 1.2, will terminate
automatically if:
(a) You knowingly fail to comply with its terms and in particular the
terms of Clause 3.1;
(b) You initiate or threaten legal proceedings of any kind against Squiz.Net;
(c) Squiz.Net provides you with the Software under another licence,
for example a newer version of this Licence, and you agree to be bound
by its terms; or
(d) You and Squiz.Net agree in writing.
In the event that this Licence is terminated You remain bound to
comply with the obligations stated in Clause 1 and 2 of this Licence.
--
Andrew Donnellan
http://andrewdonnellan.com
http://ajdlinux.blogspot.com
Jabber - ajdlinux@jabber.org.au
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