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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.