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1 The Sugar Public License Version 1.1.2 ("SPL") consists of the Mozilla Public
2 License Version 1.1, modified to be specific to SugarCRM, with the Additional
3 Terms in Exhibit B. The original Mozilla Public License 1.1 can be found at:
4 http://www.mozilla.org/MPL/MPL-1.1.html
5
6 SUGARCRM PUBLIC LICENSE
7 Version 1.1.2
8
9
10 --------------------------------------------------------------------------------
11
12 1. Definitions.
13
14 1.0.1. "Commercial Use" means distribution or otherwise making the Covered
15 Code available to a third party.
16 1.1. ''Contributor'' means each entity that creates or contributes to the
17 creation of Modifications.
18
19 1.2. ''Contributor Version'' means the combination of the Original Code, prior
20 Modifications used by a Contributor, and the Modifications made by that
21 particular Contributor.
22
23 1.3. ''Covered Code'' means the Original Code or Modifications or the
24 combination of the Original Code and Modifications, in each case including
25 portions thereof.
26
27 1.4. ''Electronic Distribution Mechanism'' means a mechanism generally accepted
28 in the software development community for the electronic transfer of data.
29
30 1.5. ''Executable'' means Covered Code in any form other than Source Code.
31
32 1.6. ''Initial Developer'' means the individual or entity identified as the
33 Initial Developer in the Source Code notice required by Exhibit A.
34
35 1.7. ''Larger Work'' means a work which combines Covered Code or portions
36 thereof with code not governed by the terms of this License.
37
38 1.8. ''License'' means this document.
39
40 1.8.1. "Licensable" means having the right to grant, to the maximum extent
41 possible, whether at the time of the initial grant or subsequently acquired,
42 any and all of the rights conveyed herein.
43
44 1.9. ''Modifications'' means any addition to or deletion from the substance
45 or structure of either the Original Code or any previous Modifications. When
46 Covered Code is released as a series of files, a Modification is:
47
48 A. Any addition to or deletion from the contents of a file containing Original
49 Code or previous Modifications.
50 B. Any new file that contains any part of the Original Code or previous
51 Modifications.
52  
53
54 1.10. ''Original Code'' means Source Code of computer software code which is
55 described in the Source Code notice required by Exhibit A as Original Code,
56 and which, at the time of its release under this License is not already Covered
57 Code governed by this License.
58 1.10.1. "Patent Claims" means any patent claim(s), now owned or hereafter
59 acquired, including without limitation,  method, process, and apparatus claims,
60 in any patent Licensable by grantor.
61
62 1.11. ''Source Code'' means the preferred form of the Covered Code for making
63 modifications to it, including all modules it contains, plus any associated
64 interface definition files, scripts used to control compilation and installation
65 of an Executable, or source code differential comparisons against either the
66 Original Code or another well known, available Covered Code of the Contributor's
67 choice. The Source Code can be in a compressed or archival form, provided the
68 appropriate decompression or de-archiving software is widely available for no
69 charge.
70
71 1.12. "You'' (or "Your")  means an individual or a legal entity exercising
72 rights under, and complying with all of the terms of, this License or a future
73 version of this License issued under Section 6.1. For legal entities, "You''
74 includes any entity which controls, is controlled by, or is under common
75 control with You. For purposes of this definition, "control'' means (a) the
76 power, direct or indirect, to cause the direction or management of such entity,
77 whether by contract or otherwise, or (b) ownership of more than fifty percent
78 (50%) of the outstanding shares or beneficial ownership of such entity.
79
80 2. Source Code License.
81 2.1. The Initial Developer Grant.
82 The Initial Developer hereby grants You a world-wide, royalty-free,
83 non-exclusive license, subject to third party intellectual property claims:
84 (a)  under intellectual property rights (other than patent or trademark)
85 Licensable by Initial Developer to use, reproduce, modify, display, perform,
86 sublicense and distribute the Original Code (or portions thereof) with or
87 without Modifications, and/or as part of a Larger Work; and
88 (b) under Patents Claims infringed by the making, using or selling of Original
89 Code, to make, have made, use, practice, sell, and offer for sale, and/or
90 otherwise dispose of the Original Code (or portions thereof).
91
92  
93 (c) the licenses granted in this Section 2.1(a) and (b) are effective on
94 the date Initial Developer first distributes Original Code under the terms
95 of this License.
96 (d) Notwithstanding Section 2.1(b) above, no patent license is granted: 1) for
97 code that You delete from the Original Code; 2) separate from the Original Code; 
98 or 3) for infringements caused by: i) the modification of the Original Code or
99 ii) the combination of the Original Code with other software or devices.
100  
101
102 2.2. Contributor Grant.
103 Subject to third party intellectual property claims, each Contributor hereby
104 grants You a world-wide, royalty-free, non-exclusive license
105  
106 (a)  under intellectual property rights (other than patent or trademark)
107 Licensable by Contributor, to use, reproduce, modify, display, perform,
108 sublicense and distribute the Modifications created by such Contributor
109 (or portions thereof) either on an unmodified basis, with other Modifications,
110 as Covered Code and/or as part of a Larger Work; and
111 (b) under Patent Claims infringed by the making, using, or selling of 
112 Modifications made by that Contributor either alone and/or in combination with
113 its Contributor Version (or portions of such combination), to make, use, sell,
114 offer for sale, have made, and/or otherwise dispose of: 1) Modifications made
115 by that Contributor (or portions thereof); and 2) the combination of 
116 Modifications made by that Contributor with its Contributor Version (or portions
117 of such combination).
118
119 (c) the licenses granted in Sections 2.2(a) and 2.2(b) are effective on the date
120 Contributor first makes Commercial Use of the Covered Code.
121
122 (d)    Notwithstanding Section 2.2(b) above, no patent license is granted:
123 1) for any code that Contributor has deleted from the Contributor Version;
124 2)  separate from the Contributor Version;  3)  for infringements caused
125 by: i) third party modifications of Contributor Version or ii)  the
126 combination of Modifications made by that Contributor with other software 
127 (except as part of the Contributor Version) or other devices; or 4) under
128 Patent Claims infringed by Covered Code in the absence of Modifications
129 made by that Contributor.
130
131
132 3. Distribution Obligations.
133
134 3.1. Application of License.
135 The Modifications which You create or to which You contribute are
136 governed by the terms of this License, including without limitation
137 Section 2.2. The Source Code version of Covered Code may be distributed
138 only under the terms of this License or a future version of this License
139 released under Section 6.1, and You must include a copy of this License
140 with every copy of the Source Code You distribute. You may not offer or
141 impose any terms on any Source Code version that alters or restricts the
142 applicable version of this License or the recipients' rights hereunder.
143 However, You may include an additional document offering the additional
144 rights described in Section 3.5.
145 3.2. Availability of Source Code.
146 Any Modification which You create or to which You contribute must be made
147 available in Source Code form under the terms of this License either on
148 the same media as an Executable version or via an accepted Electronic
149 Distribution Mechanism to anyone to whom you made an Executable version
150 available; and if made available via Electronic Distribution Mechanism,
151 must remain available for at least twelve (12) months after the date it
152 initially became available, or at least six (6) months after a subsequent
153 version of that particular Modification has been made available to such
154 recipients. You are responsible for ensuring that the Source Code version
155 remains available even if the Electronic Distribution Mechanism is
156 maintained by a third party.
157
158 3.3. Description of Modifications.
159 You must cause all Covered Code to which You contribute to contain a file
160 documenting the changes You made to create that Covered Code and the date of
161 any change. You must include a prominent statement that the Modification is
162 derived, directly or indirectly, from Original Code provided by the Initial
163 Developer and including the name of the Initial Developer in (a) the Source
164 Code, and (b) in any notice in an Executable version or related documentation
165 in which You describe the origin or ownership of the Covered Code.
166
167 3.4. Intellectual Property Matters
168
169 (a) Third Party Claims.
170 If Contributor has knowledge that a license under a third party's intellectual
171 property rights is required to exercise the rights granted by such Contributor
172 under Sections 2.1 or 2.2, Contributor must include a text file with the Source
173 Code distribution titled "LEGAL'' which describes the claim and the party making
174 the claim in sufficient detail that a recipient will know whom to contact. If
175 Contributor obtains such knowledge after the Modification is made available as
176 described in Section 3.2, Contributor shall promptly modify the LEGAL file in
177 all copies Contributor makes available thereafter and shall take other steps
178 (such as notifying appropriate mailing lists or newsgroups) reasonably calculated
179 to inform those who received the Covered Code that new knowledge has been obtained.
180 (b) Contributor APIs.
181 If Contributor's Modifications include an application programming interface and
182 Contributor has knowledge of patent licenses which are reasonably necessary to
183 implement that API, Contributor must also include this information in the LEGAL
184 file.
185  
186
187           (c)    Representations.
188 Contributor represents that, except as disclosed pursuant to Section 3.4(a)
189 above, Contributor believes that Contributor's Modifications are Contributor's
190 original creation(s) and/or Contributor has sufficient rights to grant the
191 rights conveyed by this License.
192
193 3.5. Required Notices.
194 You must duplicate the notice in Exhibit A in each file of the Source Code. 
195 If it is not possible to put such notice in a particular Source Code file
196 due to its structure, then You must include such notice in a location (such
197 as a relevant directory) where a user would be likely to look for such a
198 notice.  If You created one or more Modification(s) You may add your name as
199 a Contributor to the notice described in Exhibit A.  You must also duplicate
200 this License in any documentation for the Source Code where You describe
201 recipients' rights or ownership rights relating to Covered Code.  You may
202 choose to offer, and to charge a fee for, warranty, support, indemnity or
203 liability obligations to one or more recipients of Covered Code. However, You
204 may do so only on Your own behalf, and not on behalf of the Initial Developer
205 or any Contributor. You must make it absolutely clear than any such warranty,
206 support, indemnity or liability obligation is offered by You alone, and You
207 hereby agree to indemnify the Initial Developer and every Contributor for any
208 liability incurred by the Initial Developer or such Contributor as a result of
209 warranty, support, indemnity or liability terms You offer.
210
211 3.6. Distribution of Executable Versions.
212 You may distribute Covered Code in Executable form only if the requirements
213 of Section 3.1-3.5 have been met for that Covered Code, and if You include
214 a notice stating that the Source Code version of the Covered Code is available
215 under the terms of this License, including a description of how and where
216 You have fulfilled the obligations of Section 3.2. The notice must be
217 conspicuously included in any notice in an Executable version, related
218 documentation or collateral in which You describe recipients' rights relating
219 to the Covered Code. You may distribute the Executable version of Covered
220 Code or ownership rights under a license of Your choice, which may contain
221 terms different from this License, provided that You are in compliance with
222 the terms of this License and that the license for the Executable version
223 does not attempt to limit or alter the recipient's rights in the Source Code
224 version from the rights set forth in this License. If You distribute the
225 Executable version under a different license You must make it absolutely
226 clear that any terms which differ from this License are offered by You alone,
227 not by the Initial Developer or any Contributor. You hereby agree to indemnify
228 the Initial Developer and every Contributor for any liability incurred by the
229 Initial Developer or such Contributor as a result of any such terms You offer.
230
231 3.7. Larger Works.
232 You may create a Larger Work by combining Covered Code with other code not
233 governed by the terms of this License and distribute the Larger Work as a
234 single product. In such a case, You must make sure the requirements of this
235 License are fulfilled for the Covered Code.
236
237 4. Inability to Comply Due to Statute or Regulation.
238 If it is impossible for You to comply with any of the terms of this License
239 with respect to some or all of the Covered Code due to statute, judicial order,
240 or regulation then You must: (a) comply with the terms of this License to the
241 maximum extent possible; and (b) describe the limitations and the code they
242 affect. Such description must be included in the LEGAL file described in
243 Section 3.4 and must be included with all distributions of the Source Code.
244 Except to the extent prohibited by statute or regulation, such description
245 must be sufficiently detailed for a recipient of ordinary skill to be able
246 to understand it.
247 5. Application of this License.
248 This License applies to code to which the Initial Developer has attached the
249 notice in Exhibit A and to related Covered Code.
250 6. Versions of the License.
251 6.1. New Versions.
252 SugarCRM Inc. (''SugarCRM'') may publish revised and/or new versions of the
253 License from time to time. Each version will be given a distinguishing version
254 number.
255 6.2. Effect of New Versions.
256 Once Covered Code has been published under a particular version of the License,
257 You may always continue to use it under the terms of that version. You may also
258 choose to use such Covered Code under the terms of any subsequent version of the
259 License published by SugarCRM. No one other than SugarCRM has the right to modify
260 the terms applicable to Covered Code created under this License.
261
262 6.3. Derivative Works.
263 If You create or use a modified version of this License (which you may only do
264 in order to apply it to code which is not already Covered Code governed by this
265 License), You must (a) rename Your license so that the phrases ''SugarCRM'',
266 ''SPL'' or any confusingly similar phrase do not appear in your license (except
267 to note that your license differs from this License) and (b) otherwise make it
268 clear that Your version of the license contains terms which differ from the
269 SugarCRM Public License. (Filling in the name of the Initial Developer, Original
270 Code or Contributor in the notice described in Exhibit A shall not of themselves
271 be deemed to be modifications of this License.)
272
273 7. DISCLAIMER OF WARRANTY.
274 COVERED CODE IS PROVIDED UNDER THIS LICENSE ON AN "AS IS'' BASIS, WITHOUT WARRANTY
275 OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES
276 THAT THE COVERED CODE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE
277 OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED
278 CODE IS WITH YOU. SHOULD ANY COVERED CODE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT
279 THE INITIAL DEVELOPER OR ANY OTHER CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY
280 SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL
281 PART OF THIS LICENSE. NO USE OF ANY COVERED CODE IS AUTHORIZED HEREUNDER EXCEPT
282 UNDER THIS DISCLAIMER.
283
284 8. TERMINATION.
285 8.1.  This License and the rights granted hereunder will terminate automatically if
286 You fail to comply with terms herein and fail to cure such breach within 30 days of
287 becoming aware of the breach. All sublicenses to the Covered Code which are properly
288 granted shall survive any termination of this License. Provisions which, by their
289 nature, must remain in effect beyond the termination of this License shall survive.
290
291 8.2.  If You initiate litigation by asserting a patent infringement claim (excluding
292 declatory judgment actions) against Initial Developer or a Contributor (the Initial
293 Developer or Contributor against whom You file such action is referred to as
294 "Participant")  alleging that:
295
296 (a)  such Participant's Contributor Version directly or indirectly infringes any patent,
297 then any and all rights granted by such Participant to You under Sections 2.1 and/or
298 2.2 of this License shall, upon 60 days notice from Participant terminate prospectively,
299 unless if within 60 days after receipt of notice You either: (i)  agree in writing to
300 pay Participant a mutually agreeable reasonable royalty for Your past and future use
301 of Modifications made by such Participant, or (ii) withdraw Your litigation claim
302 with respect to the Contributor Version against such Participant.  If within 60 days
303 of notice, a reasonable royalty and payment arrangement are not mutually agreed upon
304 in writing by the parties or the litigation claim is not withdrawn, the rights granted
305 by Participant to You under Sections 2.1 and/or 2.2 automatically terminate at the
306 expiration of the 60 day notice period specified above.
307
308 (b)  any software, hardware, or device, other than such Participant's Contributor Version,
309 directly or indirectly infringes any patent, then any rights granted to You by such
310 Participant under Sections 2.1(b) and 2.2(b) are revoked effective as of the date You
311 first made, used, sold, distributed, or had made, Modifications made by that Participant.
312
313 8.3.  If You assert a patent infringement claim against Participant alleging that such
314 Participant's Contributor Version directly or indirectly infringes any patent where such
315 claim is resolved (such as by license or settlement) prior to the initiation of patent
316 infringement litigation, then the reasonable value of the licenses granted by such
317 Participant under Sections 2.1 or 2.2 shall be taken into account in determining the
318 amount or value of any payment or license.
319
320 8.4.  In the event of termination under Sections 8.1 or 8.2 above,  all end user license
321 agreements (excluding distributors and resellers) which have been validly granted by You
322 or any distributor hereunder prior to termination shall survive termination.
323
324 9. LIMITATION OF LIABILITY.
325 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE),
326 CONTRACT, OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER, ANY OTHER CONTRIBUTOR, OR ANY
327 DISTRIBUTOR OF COVERED CODE, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO ANY
328 PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER
329 INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER
330 FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH
331 PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF
332 LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH
333 PARTY'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME
334 JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
335 DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
336
337 10. U.S. GOVERNMENT END USERS.
338 The Covered Code is a ''commercial item,'' as that term is defined in 48 C.F.R. 2.101
339 (Oct. 1995), consisting of ''commercial computer software'' and ''commercial computer
340 software documentation,'' as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).
341 Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995),
342 all U.S. Government End Users acquire Covered Code with only those rights set forth herein.
343
344 11. MISCELLANEOUS.
345 This License represents the complete agreement concerning subject matter hereof. If
346 any provision of this License is held to be unenforceable, such provision shall be
347 reformed only to the extent necessary to make it enforceable. This License shall be
348 governed by California law provisions (except to the extent applicable law, if any,
349 provides otherwise), excluding its conflict-of-law provisions. With respect to disputes
350 in which at least one party is a citizen of, or an entity chartered or registered to do
351 business in the United States of America, any litigation relating to this License shall
352 be subject to the jurisdiction of the Federal Courts of the Northern District of California,
353 with venue lying in Santa Clara County, California, with the losing party responsible for
354 costs, including without limitation, court costs and reasonable attorneys' fees and expenses.
355 The application of the United Nations Convention on Contracts for the International Sale of
356 Goods is expressly excluded. Any law or regulation which provides that the language of a
357 contract shall be construed against the drafter shall not apply to this License.
358
359 12. RESPONSIBILITY FOR CLAIMS.
360 As between Initial Developer and the Contributors, each party is responsible for claims
361 and damages arising, directly or indirectly, out of its utilization of rights under this
362 License and You agree to work with Initial Developer and Contributors to distribute such
363 responsibility on an equitable basis. Nothing herein is intended or shall be deemed to
364 constitute any admission of liability.
365
366 13. MULTIPLE-LICENSED CODE.
367 Initial Developer may designate portions of the Covered Code as “Multiple-Licensed”. 
368 “Multiple-Licensed” means that the Initial Developer permits you to utilize portions of
369 the Covered Code under Your choice of the SPL or the alternative licenses, if any, specified
370 by the Initial Developer in the file described in Exhibit A.
371
372
373 SugarCRM Public License 1.1.2 - Exhibit A
374 The contents of this file are subject to the SugarCRM Public License Version 1.1.2
375 ("License"); You may not use this file except in compliance with the
376 License. You may obtain a copy of the License at http://www.sugarcrm.com/SPL
377 Software distributed under the License is distributed on an "AS IS" basis,
378 WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for
379 the specific language governing rights and limitations under the License.
380
381 The Original Code is: SugarCRM Open Source
382
383 The Initial Developer of the Original Code is SugarCRM, Inc.
384 Portions created by SugarCRM are Copyright (C) 2004 SugarCRM, Inc.;
385 All Rights Reserved.
386 Contributor(s): ______________________________________.
387
388
389 [NOTE: The text of this Exhibit A may differ slightly from the text of the notices
390 in the Source Code files of the Original Code. You should use the text of this
391 Exhibit A rather than the text found in the Original Code Source Code for Your
392 Modifications.]
393
394
395
396 SugarCRM Public License 1.1.2 - Exhibit B
397  
398 Additional Terms applicable to the SugarCRM Public License.
399
400 I. Effect.
401 These additional terms described in this SugarCRM Public License - Additional
402 Terms shall apply to the Covered Code under this License.
403
404 II. SugarCRM and logo.
405 This License does not grant any rights to use the trademarks "SugarCRM" and the "SugarCRM"
406 logos even if such marks are included in the Original Code or Modifications.
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