Gaia Commercial License version 2.0 Draft - Request for Comments

We in Gaiaware are in these days rewriting our Gaia Commercial License (no we're not switching from "near LGPL" to GPL ;) and we're publishing this blog post with a draft of our durrent work to get input from our community and let our users in on the discussions around what we're trying to achieve.

Disclaimer
This is a DRAFT of our license and is in no form a legal agreement or worth anything more than being the center of a discussion of our license terms in regards to utilizing Gaia in non-GPL derivations.

What we're trying to achieve
First of all our Gaia Commercial License is an attempt at giving our users a path to utilize Gaia for a fee in closed source applications. Secondly we're trying to give the community a way to use our software for building components and extensions and such without having to give us money or being forced into GPL licensing their own work. Third and most importantly we're also trying to remove obstacles in our license to a degree which will hopefully make everyone realize that to use Gaia in projects is not a risk from a legal perspective. We want to ensure that you have a solid foundation and solid expectations about what to expect from us in the future. Fourth we're trying to achieve a path for consultancy companies to use Gaia without having to pay the license fee themselves but rather push it onto their clients. And fifth, we want to share this license text under a copyleft agreement which means others will be able to use our license text for their own works. So basically what I am asking here is this, is this a viable license text which works for you guys out there? Is this license text ensuring our intellectual property rights in regards to people not exploiting the community and taking advantage of our work without having to give back to the community? Etc...
Input is VERY welcome...

BTW, the formatting of the license didn't quite turn out the way it is supposed to be, but please ignore that :)


So here's the license draft so far;

Gaia Commercial License Version 2.0

THIS DOCUMENT IS A LEGAL AGREEMENT (the "License Agreement")
BETWEEN GAIAWARE AS ("We", "Us") AND YOU OR THE ORGANIZATION
ON WHOSE BEHALF YOU ARE UNDERTAKING THE LICENSE DESCRIBED
BELOW ("You", "Your") IN RELATION TO THE GAIA AJAX WIDGETS
SOFTWARE (THE "Software"), IN BOTH SOURCE AND OBJECT CODE
FORM, AND/OR ALL RELATED MATERIALS. BY DOWNLOADING, INSTALLING,
COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE
FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL
OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT
PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY
OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE
IS PROTECTED BY NORWEGIAN COPYRIGHT LAWS AND INTERNATIONAL
COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS
AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.

THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS WITH RESPECT TO
THE SOFTWARE.

We, Gaiaware AS, grant You a non-exclusive, non-transferable
license to the Software solely as set forth in sections 1(a),
1(b) or 1(c) as applicable, and subject to the terms and conditions
of this License Agreement. You can freely choose between one
of 1(a), 1(b) or 1(c) terms and rights but at any given time
you cannot choose to have the rights of more than one of 1(a),
1(b) or 1(c) unless explicitly given the rights to do so by Us.
When you have chosen between the rights of 1(a), 1(b) and 1(c)
You will not be able to have the rights of any of the other
two unless You explicitly choose to give in Your rights yourself
in accordance and acceptance with Us.

MEANING YOU CAN ONLY HAVE THE RIGHTS OF ONE OF 1(a), 1(b) AND
1(c) AND ONE ONLY UNLESS EXPLICITLY GIVEN THE RIGHTS BY US TO
HAVE MORE THAN ONE SUBSECTION OF SECTION 1 IN EFFECT FOR YOU
AT THE SAME TIME.

1. OWNERSHIP, LICENSE GRANT

This is a license agreement and not an agreement for sale.
We reserve ownership of all intellectual property rights
inherent in or relating to the Software, which include, but are
not limited to, all copyright, all rights in relation to
registered and unregistered trademarks (including service marks),
confidential information and all rights other than those
expressly granted by this Agreement.

a. Developer License:

Subject to the payment of the fee required for a Commercial
Developer License or your intent to pay the fee before putting
your work into Production where Production meaning publicly
available for others than You and members of your development
team and subject to the terms and conditions of this License
Agreement, We grant to You a revocable, non-transferable and
non-exclusive license which You can install and use on any
workstations used exclusively by You and for You to install
and use the Software in connection with unlimited domains
and sub-domains on unlimited servers, solely in connection
with distribution of the Software in accordance with sections
3 and 4 below. This license is not sublicensable except as
explicitly set forth herein.

b. Domain/Server License:

Subject to the payment of the fee required for a Domain/Server
License or your intent to pay the fee before putting
your work into production where production meaning publicly
available for others than You and members of your development
team on a domain and/or server and subject to the terms and
conditions of this License Agreement, We grant to You a revocable,
non-transferable and non-exclusive license for installing
the Software runtime on up to one (1) domain including its www
sub-domain and up to one (1) physical server and as many developer
machines you wish in Your organization in accordance with sections
3 and 4 below. This license is not sub-licensable except as
explicitly set forth herein.

c. Component Vendor License

Subject to the terms and conditions of this License Agreement,
We grant to You a revocable, non-transferable and non-exclusive
license for You to install and use the Software on any
workstations used exclusively by You as long as You only create
Components where Components mean You create publicly available
derivations distributed either for free or for a fee
non-discriminating to all other users of the Software so that
they can utilize your component in their own derivations and
the Component is not a runnable program or easily made into such
itself without having to create derivations and significant
changes on top of it and You clearly explain to Your users how
and where they can obtain a legal License of the Software to
use for themselves in order to be able to extend, run and use
Your component. This does not allow you to neither build
Applications where Applications means runnable products or
products easily made into such without having to do major changes
or additions to the source code nor run Your product in a
production environment for any other purposes than for purely
testing while developing your component or demonstrate your
component for your customers as part of your sales or give
away effort. This also does not allow you to distribute the
Software at all but rather point your customers to Us for
getting a runable version of the Software together with a
license they can use for consuming Your component. This subsection
also explicitly gives You the right to distribute and create
Components under a Dual License where one of the licenses of Your
work is the GPL - the same version as the version of the Software
is currently Dual Licensed beneath.

2. PERMITTED USES, SOURCE CODE, MODIFICATIONS

We provide You with source code so that You can create Modifications
of the original Software, where Modification means: a) any addition
to or deletion from the contents of a file included in the original
Software or previous Modifications created by You, or b) any new file
that contains any part of the original Software or previous
Modifications. While You retain all rights to any original work
authored by You as part of the Modifications, We continue to own
all copyright and other intellectual property rights in the Software.

3. DISTRIBUTION

You may distribute the Software in any applications, frameworks,
or elements that you develop using the Software in accordance with
this License Agreement, provided that such distribution does not
violate the restrictions set forth in section 1(b), 1(c) or 4 of this
agreement. You must not remove, obscure or interfere with any copyright,
acknowledgment, attribution, trademark, warning or disclaimer statement
affixed to, incorporated in or otherwise applied in connection with
the Software.

You are required to ensure that the Software is not reused by or
with any applications other than those with which You distribute
it as permitted herein. For example, if You install the Software
on a customer's server, that customer is not permitted to use the
Software independently of Your application, and must be informed
as such.

You will not owe Gaiaware AS any royalties for Your distribution
of the Software in accordance with this License Agreement except
when 1(b) is in effect.

4. PROHIBITED USES

You may not, without prior written consent from Gaiaware AS,
redistribute the Software or Modifications other than by including
the Software or a portion thereof within Your own product, which
must have substantially different functionality than the Software
or Modifications and must not allow any third party to use the
Software or Modifications, or any portions thereof, for software
development purposes. You are explicitly not allowed to redistribute
the Software or Modifications as part of any product that can be
described as a development library, toolkit, component or framework.

You may not: a) use any part of the Software or Modifications to
create a product with the same or substantially the same
functionality as the Software; b) transfer, rent, lease, or
sublicense the Software or Modifications, or any portions thereof;
c) change or remove the copyright notice from any of the files
included in the Software or Modifications.

UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE (INCLUDING WITHOUT
LIMITATION THE SOURCE CODE THEREOF) AS THE BASIS FOR OR IN
CONNECTION WITH A PRODUCT THAT CONTAINS THE SAME, OR SUBSTANTIALLY
THE SAME, FUNCTIONALITY AS THE SOFTWARE.

5. TERMINATION

This License Agreement and Your right to use the Software and
Modifications will terminate immediately without notice if You fail
to comply with the terms and conditions of this License Agreement.
Upon termination, You agree to immediately cease using and destroy
the Software or Modifications, including all accompanying documents.
The provisions of sections 4, 5, 6, 7, and 8 will survive any
termination of this License Agreement.

6. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GAIAWARE AS AND
ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. GAIAWARE AS DOES
NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT
TECHNICALLY PRACTICABLE FOR GAIAWARE AS TO DO SO.

7. LIMITATION OF LIABILITIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL GAIAWARE AS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY
LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE,
EVEN IF GAIAWARE AS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY CASE, GAIAWARE'S ENTIRE LIABILITY UNDER ANY
PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE TOTAL
AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.

8. SPECIAL CIRCUMSTANCES THAT INVALIDATES THIS LICENSE

If Gaiaware AS or its successors should cease to exist due to
bankruptcy You have the rights to use, modify and distribute
this Software under the license terms of the LGPL License
version 3 or later as published by Free Software Foundation
and all other terms in this License will cease to have legal
bindings for you. If Gaiaware AS or its successors does not
deliver a new version of the Software for more than a period
of 2 years (730 consecutive days) with significant changes
and/or additions You have the rights to use, modify and
distribute this Software under the terms of the LGPL License
version 3 or later as published by the Free Software Foundation
and all other terms in this License will cease to
have legal bindings for you. If Gaiaware AS or its successors
do not give You the rights to use this Software or any later
versions under the GPL License version 2 or later then You are
free to use, modify and distribute this Software under the terms
of the LGPL License version 3 or later as published by the
Free Software Foundation and all other terms in this License
will cease to have legal bindings for you.

9. MISCELLANEOUS

The license granted herein applies only to the version of the
Software downloaded or installed in connection with the terms
of this Agreement. Any previous or subsequent license granted to
You for use of the Software shall be governed by the terms and
conditions of the agreement entered in connection with downloading
or installation of that version of the Software.

While redistributing the Software or Modifications thereof, You
may choose to offer acceptance of support, warranty, indemnity,
or other liability obligations and/or rights consistent with
this Agreement. However, in accepting such obligations, You may
act only on Your own behalf and on Your sole responsibility,
not on Our behalf. You agree to indemnify, defend, and hold Us
harmless from and against any liability incurred by, or claims
asserted against, Us by reason of Your accepting any such support,
warranty, indemnity or additional liability.

You may not assign this License Agreement without the prior written
consent of Gaiaware AS. This License Agreement will inure to the
benefit of the successors and assigns of Gaiaware AS.

You acknowledge that this License Agreement is complete and is the
exclusive representation of our agreement. No oral or written
information given by Us or on our behalf shall create a warranty
or collateral contract, or in any way increase the scope of this
License Agreement in any way, and You may not rely on any such
oral or written information.

If any provision in this License Agreement shall be determined to
be invalid, such provision shall be deemed omitted; the remainder
of this License Agreement shall continue in full force and effect.

This License Agreement may be modified only by a written instrument
signed by an authorized representative of each party.

This Agreement is governed by the law of Norway, and all parties
irrevocably submit to the jurisdiction of the courts in Norway
and further agree to commence any litigation which may arise
hereunder in a Norwegian court of law.

Tags: freedom gaia open source