Readium SDK Alternative License Agreement (Sample)

SAMPLE ONLY - READIUM.ORG TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION OF READIUM SDK (ALTERNATIVE LICENSE TO PUBLICLY AVAILABLE GNU Affero General Public License Version 3)

last modified June 2, 2014

READIUM.ORG TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION OF SDK (“Agreement”) dated as of the date set forth below between READIUM FOUNDATION (“Licensor”) and the licensee executing this Agreement below.  Accordingly, the parties agree as follows:

1.           Definitions.

“CLA” means the Readium.org Contributor License Agreement available at http://readium.org/licenses/.

“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work 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 Agreement, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

“Licensee” shall mean the licensee executing this Agreement below and all its direct and indirect subsidiaries and affiliates under its control.  For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding voting securities of such entity.

 “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

“Work” means the Readium SDK Core, a C++ software library that facilitates processing and displaying EPUB 3 format digital publications files. The terms of the Agreement are applicable to all releases and versions of the Work made available to the Licensee during the first twelve months after the effective date of this Agreement (the “License Coverage Period”). Licensor may, but is not obligated to, subsequently make available releases and versions of the Work under this Agreement, and may charge Licensee for the right to receive such subsequent releases and versions via Extended License Coverage.

 

2.           Grant of Copyright License

.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in Section 9) copyright license to use, reproduce, modify, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form; provided, the right to sublicense and distribute the Source Code of the Work is limited as set forth in Section 4(e).

3.           Grant of Patent License

.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in Section 9) patent license to make, have made, use, offer to sell, sell, import, distribute, and otherwise transfer the Work, where such license applies only to those patent claims licensable by Licensor that are necessarily infringed by the Work.

4.           Sublicensing and Redistribution

Licensee may reproduce, distribute and sublicense copies of the Work (including any Derivative Work) in any medium, with or without modifications, incorporate/bundle the Work or Derivative Work in any commercial product of licensee, in Source (if and only if clause (e) is applicable) or Object form through multiple tiers of distribution, provided that Licensee meets the following conditions:

(a) Licensee must make available to recipients of the Work or Derivative Works a copy of this Agreement; and

(b) Licensee must cause any modified files to carry prominent notices stating that Licensee changed the files; and

(c)  Licensee must retain, in the Source form of any Derivative Works that Licensee distributes, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and  

(d) If the Work includes a  "NOTICE” text file as part of its distribution, then any Derivative Works that Licensee distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear.  The contents of the NOTICE file are for informational purposes only and do not modify this Agreement. Licensee may add its own attribution notices within Derivative Works that Licensee distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying this Agreement.  Licensee may add its own copyright statement to its modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of its modifications, or for any such Derivative Works as a whole, provided its use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this Agreement; and  .

(e) [ ] Source Code Redistribution Option - check box if this term is applicable in the Agreement:

The license under which the Licensee grants rights to the Work (including any Derivative Work) to further sublicensees may provide access to the Source form of such materials to the sublicensees but if so, it must prohibit the modification of such Source form materials by the Sublicensees and prohibit redistribution of such materials in Source form by the sublicensees; if such sublicensee desires to further modify or redistribute the Source form of such materials such sublicensee must obtain such rights directly from Licensor.

(f)           Special rule regarding exclusivity of DRM Technology:

“DRM Technology” means technology which is utilized to restrict the usage (or modification) of content processed by the Work, or of the Work itself, by a subsequent user or licensee, imposed by a Licensee or a sublicensee. Licensee may include DRM Technology with the Work (or any modified copy of the Work) it distributes or sublicenses pursuant to this Section 4, but Licensee may not restrict the Sublicensee to use different DRM Technology with the Work which is separately licensed and/or directly integrated by Sublicensee in Sub-Licensee Product, however, Licensee may restrict Sublicensee from integrating such different DRM Technology with or via Licensee's modifications to the Work and/or with or via other Licensee Software.

5.           Contribution

.  If Licensee provides to Licensor or publicly distributes a modification of the Work in source code form, Licensee will be deemed to have contributed such modification to Licensor under the CLA.  Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement Licensee may have executed with Licensor expressly regarding such contribution.

6.           Trademarks

.  This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of Licensor.

7.           Disclaimer of Warranty

.  Unless required by applicable law or agreed to in writing, Licensor provides the Work on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express orimplied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. Licensee is solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Licensee’s exercise of permissions under this Agreement.

8.           Limitation of Liability

.  In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Licensor be liable to Licensee for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Licensor has been advised of the possibility of such damages.

9.           Accepting Warranty or Additional Liability

.  While redistributing the Work or Derivative Works thereof, Licensee may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this Agreement. However, in accepting such obligations, Licensee may act only on its own behalf and on its sole responsibility, not on behalf of Licensor, and in doing so Licensee hereby agrees to indemnify, defend, and hold Licensor harmless for any liability incurred by, or claims asserted against, Licensor by reason of Licensee accepting any such warranty or additional liability.

10.       Term

.  Licensee’s license under this Agreement is effective until terminated. Licensee may terminate this license at any time. Licensor may terminate this Agreement upon 60 days’ notice if Licensee breaches any of the provisions of this Agreement and fails to cure such breach within such 60 day period. Upon any such termination, Licensee must discontinue all further use or distribution of the Work/Derivative Work except that,Licensee may continue to distribute any existing version of Licensee product with Work/Derivative Work combined that was available prior to such termination ("Existing Licensee Product"), and/or any Licensee product which is a minor revision to such Existing Licensee Product. The provisions of this Agreement (other than Licensee’s license to use the Work and Derivative Work or the patents or copyrights therein) shall survive the termination of the license, or the termination of this Agreement.Sublicenses to the Work/Derivative Work granted consistent with the provisions of this Agreement shall survive any termination.

11.       Other

This Agreement constitutes the entire agreement between the parties with reference to this transaction.  This Agreement will be governed by the laws of the State of New York, USA, except for that body dealing with conflicts of law.  The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.  In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect.

Executed as of _________________.

READIUM FOUNDATION                                             LICENSEE

By__________________________                                    By __________________________________

Title ________________________                                   Title ________________________________

                                                                                 Name _______________________________

                                                                                 Address ______________________________