jsel-2.0.LICENSE

---
key: jsel-2.0
short_name: JSEL 2.0
name: JAHIA Sustainable Enterprise License (JSEL) 2.0
category: Commercial
owner: Jahia
homepage_url: https://github.com/Jahia/jahia/blob/master/license/jsel.txt
spdx_license_key: LicenseRef-scancode-jsel-2.0
---

JAHIA SUSTAINABLE ENTERPRISE LICENSE (JSEL)
Version 2.0

INTRODUCTION

The JAHIA Sustainable Enterprise License ("License") may include: 1) Test,
Research and Development Right of Usage and 2) Commercial Right of Usage. You
have agreed to the terms of this License by selecting the "Accept" button at the
end of the JSEL or executing a hardcopy JSEL or a document that expressly
referred to the License with Jahia Solutions Group SA ("JSG").

The Commercial Use must be approved by You and JSG with the signature of a
related document, delivered by JSG, in order to become effective. Capitalized
terms used in this License are defined in the Definitions section.

1. DEFINITIONS.

1.1. "Approved Counterpart" means the Modification(s), which are identified by
You as potential Generic Elements, which you suggest as a counterpart to JSG and
which were accepted, validated and developed by JSG.

1.2. "Commercial Use" means any use of Original Software by You, alone or
bundled with any other software or hardware, at the exclusion of any Test,
Research and Development Use.

1.3. "Contributor" means each individual or entity that creates or contributes
to the creation of Modifications.

1.4. "Covered Software" means (a) the Original Software, or (b) Generic
Developments, or (c) the combination of files containing Original Software with
files containing Generic Developments, in each case including portions thereof.

1.5. "Executable" means the Covered Software in any form other than Source Code.

1.6. "Generic Developments" are defined as Modifications done at Your request by
JSG as a contribution to the Original Software and identified as such on the JSG
Order Forms signed by You. Once incorporated into the Original Software, Generic
Developments are by nature subject to the terms of the licenses used by JSG.

1.7. "Generic Elements" means, without limitation: software, modules, patches,
bug fixes, API, ideas, methods, concepts, know-how, structures, techniques,
inventions, developments, processes, discoveries, improvements and other
information and materials developed by JSG before or during the execution of JSG
Offering.

1.8. "JSG Offering": software and services proposed by JSG under JSG terms and
conditions.

1.9. "JSG Terms and Conditions": terms and conditions under which JSG is
providing JSG Offering to You.

1.10. "Larger Work" means a work which combines Covered Software or portions
thereof with code not governed by the terms of this License.

1.11. "License" means this document.

1.12. "Licensable" means having the right to grant, to the maximum extent
possible, whether at the time of the initial grant or subsequently acquired, any
and all of the rights conveyed herein.

1.13. "Modifications" means the Source Code and Executable form of any of the
following:

A. Any file that results from an addition to, deletion from or modification of
the contents of a file containing Original Software or previous Modifications;

B. Any new file that contains any part of the Original Software or previous
Modification; or

C. Any new file that is contributed or otherwise made available under the terms
of this License.

1.14. "Original Software" means the Source Code and Executable form of the Jahia
Enterprise Edition software code that is released under this License.

1.15. "Patent Claims" means any patent claim(s), now owned or hereafter
acquired, including without limitation, method, process, and apparatus claims,
in any patent Licensable by grantor.

1.16. "Source Code" means (a) the common form of computer software code in which
modifications are made and (b) associated documentation included in or with such
code.

1.17. "Specific Developments" are defined as the work performed at Your request
and identified as such in the context of JSG Order Forms that are associated
with said Specific Developments and are signed by You before any work is done.

1.18. "Specific Elements" are defined as all of the elements supplied to JSG by
You in the context of performance of the Services, for which You owns the
intellectual property rights.

1.19. "Test, Research and Development Use" means use of the Original Software
only for testing, researching and developing the Original Software and expressly
excludes any distribution rights and use for direct or indirect commercial or
strategic gain or advantage which is subject to execution of a purchase or
reselling agreement by You and JSG.

1.20. "You" (or "Your") means an individual or a legal entity exercising rights
under, and complying with all of the terms of, this License. For legal entities,
"You" includes any entity which controls, is controlled by, or is under common
control with You. For purposes of this definition, "control" means (a) the
power, direct or indirect, to cause the direction or management of such entity,
whether by contract or otherwise, or (b) ownership of more than fifty percent
(50%) of the outstanding shares or beneficial ownership of such entity.

2. LICENSE GRANTS FOR RESEARCH AND DEVELOPMENT USE.

JSG hereby grants You a world-wide, royalty-free, non-exclusive Test, Research
and Development Use license:

(a) under intellectual property rights (other than patent or trademark),
licensable by JSG, to use, modify, display, and perform the Original Software
(or portions thereof), with or without Modifications, and/or as part of a Larger
Work, for Test, Research and Development Use by You; and

(b) under Patent Claims infringed by the making or using of Original Software,
to make, have made, use, practice and/or otherwise dispose of the Original
Software (or portions thereof) for Test, Research and Development Use by You.

(c) The licenses granted in Sections 2(a) and 2(b) are effective on the date JSG
first distributes or otherwise makes the Original Software available to a third
party under the terms of this License for Test, Research and Development Use by
You.

(d) Notwithstanding Section 2(b) above, no patent license is granted: (1) for
code that You delete from the Original Software, or (2) for infringements caused
by: (i) the modification of the Original Software, or (ii) the combination of
the Original Software with other software or devices.

(e) Execution of the Covered Software for all other purposes than mentioned in
this Section is subject to a fee, payable to JSG and to be mutually agreed upon
by You and JSG. The grant explicitly does not apply to Commercial Use of the
Original Software. Commercial Use of Original Software requires a signed
approval explicitly issued for that purpose by JSG.

(f) Other than the rights expressly granted in this License, JSG retains all
rights, titles, and interests in the Original Software.

3. LICENSE GRANTS FOR COMMERCIAL USE.

3.1. Commercial Use of the Original Software requires the payment of a fee as
describe by JSG in JSG Offering. The details of Your fees, payment schedule and
scope of use (subscription, number of JVM, users, servers, modules, support
scope,...) applicable have to be agreed on a document provided by JSG and signed
by You according to JSG Offering.

3.2. Conditioned upon the payment of the appropriate fee to JSG, the respect of
this License terms and limited to the scope of Commercial Use as defined by JSG,
JSG hereby grants You a world-wide, non-exclusive and fee-bearing license:

(a) under intellectual property rights (other than patent or trademark)
Licensable by JSG, to use, display, perform the Original Software (or portions
thereof), with or without Modifications, and/or as part of a Larger Work for
Commercial Use; and

(b) under Patent Claims infringed by the making or using of Original Software,
to make, have made, use, practice, sell, and offer for sale, and/or otherwise
dispose of the Original Software (or portions thereof) for Commercial Use.

(c) The licenses granted are effective on the date JSG first distributes or
otherwise makes the Original Software available to a third party under the terms
of this License.

(d) Notwithstanding Section 3(b) above, no patent license is granted: (1) for
code that You delete from the Original Software, or (2) for infringements caused
by: (i) the modification of the Original Software, or (ii) the combination of
the Original Software with other software or devices.

(e) Other than the rights expressly granted in this License, JSG retains all
rights, titles, and interests in Original Software

3.3. Commercial Distribution Requirement / OEM Agreement
You may distribute copies for Commercial Use or integrate Original Software in a
Larger Work under a license agreement of Your choice which is consistent with
Your rights and obligations under the License including with the fact that you
need to pay fees to JSG for each copy of the Original Software you distribute
for Commercial Use according to a specific Agreement, You and JSG have to sign
before the Distribution of the Larger work.  You may provide warranties,
indemnities and/or other additional terms and conditions in Your license
agreements, provided that it is clear that such additional terms and conditions
are offered by You only. You hereby agree to indemnify JSG for any liability
incurred by the Initial Developer as a result of any such terms You offer.

4. AVAILABILITY AND POTENTIAL MODIFICATIONS OF SOURCE CODE.

4.1. Conditioned upon Your compliance with this License, JSG hereby grants You
an access to the Original Software Source Code. The Modifications of the Source
Code that You may create or to which You may contribute, are, by nature,
governed by the terms of this License. JSG Offering (for example, support
services) may not cover Modifications on the Original Software otherwise than
those explicitly accepted by JSG in a dedicated agreement as, for example, when
those Modifications are integrated in the Original Software and therefore
considered as a Generic Development according to the term of paragraph 12 of
this License.

4.2. JSG may optionally offer coverage on a Larger Work. Details of the related
fees, payment schedule and scope of coverage have to be defined in a dedicated
agreement signed between You and JSG.

5. VERSION OF THE LICENSE

5.1. New Versions
JSG is the initial license steward and may publish revised and/or new versions
of this License from time to time. Each version will be given a distinguishing
version number. No one other than the license steward has the right to modify
this License.

5.2. Effect of New Versions
You may always continue to a)use the version of the Original Software under the
terms of the version of the License under which You originally received the
version of Original Software or b)use the new version.

6. CONFIDENTIALITY

You and JSG agree to maintain the confidentiality of any proprietary information
received by the other party during, or prior to entering into, this Agreement
including non-public technical and business information for a period of two (2)
years after the termination of this Agreement. This section shall not apply to
any publicly available or independently developed information. The receiving
party of any confidential information of the other party agrees not to use said
confidential information for any purpose except as necessary to fulfil its
obligations and exercise its rights under this Agreement. The receiving party
shall protect the secrecy of and avoid disclosure and unauthorized use of the
disclosing party's confidential information to the same degree that it takes to
protect its own confidential information and in no event less than reasonable
care.

7. DISCLAIMER OF WARRANTY.

COVERED SOFTWARE IS PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, WARRANTIES THAT THE COVERED SOFTWARE IS FREE OF DEFECTS,
MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS
TO THE QUALITY AND PERFORMANCE OF THE COVERED SOFTWARE IS WITH YOU. SHOULD ANY
COVERED SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE INITIAL DEVELOPER
OR ANY OTHER CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR
CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
LICENSE. NO USE OF ANY COVERED SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER
THIS DISCLAIMER.

8. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING
NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER, ANY OTHER
CONTRIBUTOR, OR ANY DISTRIBUTOR OF COVERED SOFTWARE, OR ANY SUPPLIER OF ANY OF
SUCH PARTIES, BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR
MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH
PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL
INJURY RESULTING FROM SUCH PARTY"S NEGLIGENCE TO THE EXTENT APPLICABLE LAW
PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND
LIMITATION MAY NOT APPLY TO YOU.

9. U.S. GOVERNMENT END USERS.

The Original Software is a "commercial item," as that term is defined in 48
C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" (as that
term is defined at 48 C.F.R. 252.227-7014(a)(1)) and "commercial computer
software documentation" as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4
(June 1995), all U.S. Government End Users acquire Covered Software with only
those rights set forth herein. This U.S. Government Rights clause is in lieu of,
and supersedes, any other FAR, DFAR, or other clause or provision that addresses
Government rights in computer software under this License.

10. TERMINATION.

This License and the rights granted hereunder will terminate automatically if
You fail to comply with terms herein and fail to cure such breach within 30 days
of becoming aware of the breach. Provisions which, by their nature, must remain
in effect beyond the termination of this License shall survive.

The Term of this License is subject to your compliance with the term of this
License and the payment of the appropriate fee according to JSG Offering
considering the Commercial Use of the Software.

11. MISCELLANEOUS.

This License represents the complete agreement concerning subject matter hereof.
If any provision of this License is held to be unenforceable, such provision
shall be reformed only to the extent necessary to make it enforceable. This
License shall be governed by the law of the jurisdiction specified in the JSG
Terms and Conditions (except to the extent applicable law, if any, provides
otherwise), excluding such jurisdiction"s conflict-of-law provisions. Any
litigation relating to this License shall be subject to the jurisdiction of the
courts located in the jurisdiction and venue specified in a notice contained
within in the JSG Terms and Conditions, with the losing party responsible for
costs, including, without limitation, court costs and reasonable attorney"s fees
and expenses. The application of the United Nations Convention on Contracts for
the International Sale of Goods is expressly excluded. Any law or regulation
which provides that the language of a contract shall be construed against the
drafter shall not apply to this License. You agree that You alone are
responsible for compliance with the United States export administration
regulations (and the export control laws and regulation of any other countries)
when You use, distribute or otherwise make available any Covered Software.

12. GENERIC DEVELOPMENT, APPROVED COUNTERPART, AND JOIN CONTRIBUTION

12.1. JSG offers a counterpart, usually under the form of a free Commercial
Right of usage of the Software attached to the payment of a subscription, in
exchange of a Generic Developments and Your copyright assignment to JSG, when
the related Generic Developments are financed by You, except for the co-
development cases of join contribution (12.7)).

12.2. The decision to accept a Generic Development as an Approved Counterpart,
its value, the form of compensation and the criteria applied are let to the sole
discretion of JSG.

12.3. Description of the Approved Counterpart, its value and the type of
compensation which shall be approved by both parties in a separated document
provided by JSG.

12.4. Modifications considered as Approved Counterpart are, by nature, Generic
Developments.

12.5. All Specific Elements, not owned by JSG and provided by You to JSG for
Services execution, shall remain Your exclusive property when You owns the
property of specific materials.

12.6. All specific development, requested by You from JSG and listed on
dedicated JSG document shall remain Your exclusive property except for the
Generic Elements, even if these Generic Elements are developed at the same time
as the Specific development and/or are needed by the Specific development to
work, particularly when Generic Elements are integrated in the Original Software
and therefore are by nature subject to the terms of the licenses used by JSG.

12.7. Join contribution:
As an exclusive exception to the Generic Developments definition, JSG may agree
to accept some Modifications done by You in order to complete all - or part of -
Generic Developments. This particular type of Generic Developments is considered
as "Join Contributions" between You and JSG and You are considered as a
Contributor for the related Generic Development You agreed to take in charge
under the following rules:

a) Contributor owns, and has sufficient rights to contribute, all source code
and related material intended to be compiled or integrated with the source code
for the Modifications Contributor has ever delivered, and JSG has accepted, for
incorporation into the Covered Software.

b) Contributor hereby assigns to JSG joint ownership in all worldwide common law
and statutory rights associated with the copyrights, copyright application,
copyright registration and moral rights in the Approved Counterpart to the
extent allowable under applicable local laws and copyright conventions.
Contributor agrees that this assignment may be submitted by JSG to register a
copyright in the Approved Counterpart. Contributor retains the right to use the
Approved Counterpart for Contributor's own purposes. This joint copyright
Assignment supersedes and replaces all prior copyright assignments made by
Contributor to JSG for the related Modifications provided by Contributor in this
case of join contribution.

c) Contributor grants JSG the ability to use the related Modifications he
provided in any way with a sublicenseable, non-exclusive, irrevocable,
worldwide, royalty-free, transferable license to relicense, use, copy, modify,
distribute and publicly perform and display the related Modifications on any
licensing terms (commercial or not).

d) Contributor is legally entitled to grant the above assignment and agrees not
to provide any Contribution that violates any law or breaches any contract.

e) JSG may require You to submit your Modifications within a specific period of
time. The default period is 6 months.

f) The right to validate your Modifications as an Approved Counterpart is only
applicable by JSG. JSG may ask for additional corrections on Your Modifications
before definitively accepting it as an Approved Counterpart.

g) Each party is responsible for claims and damages arising, directly or
indirectly, out of its utilization of rights under this License and You agree to
work with JSG to distribute such responsibility according to the Modifications
Contributor provided. Nothing herein is intended or shall be deemed to
constitute any admission of liability.