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Hiya guys,

One of the packages I maintain (nipper) has recently undergone a change
of license, from being GPLed to a new license that whilst mostly being
commercial features a non-commercial/personal use element.

Due to the new license (and the no redistribution of any kind bits) the
package will need mirror/fetch restrictions, which is fine.  My concern
is with the copyright clause which states:

"Any patches or updates that the Licensee may develop for NIPPER must be
immediately submitted to the Licensor. In addition, the Licensee will
forthwith transfer without charge all current and future rights
including copyrights and other intellectual property rights relating to
such updates to the Licensor."

I'm wondering how this might affect any in-tree patching, because whilst
I'm aware of this clause and happy to send any patches upstream and/or
not patch at all, I can't say the same for every Gentoo dev that might
want to fix a problem.

I know the upstream author personally, and he's providing the
source-code primarily for Gentoo users (we can always use the existing
binary RPMs if patching is an issue), but I thought I should ask what
the best course of action would be here?

Thanks,

Mike  5:)
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                      LICENCE AGREEMENT FOR NIPPER

This is a binding, legal agreement between you the end user (the "Licensee") 
and 
Titania Limited (Company Number 06870498) whose registered office is at 46 
Cormorant 
Rise, Worcester, WR2 4BA, United Kingdom (the "Licensor") for the use of the 
Nipper 
software products ("NIPPER") and electronic documentation (including the Nipper 
SDK).

By installing, copying, downloading, accessing or otherwise using NIPPER you 
agree to 
be bound by the terms of this Agreement. If you do not agree to the terms of 
this 
agreement you may not download, install or use NIPPER.

1. Definitions

"Computer" shall mean a device that NIPPER is installed on/run from.

"Device" shall mean a device for which NIPPER is used to produce a report.

"Commercial Use" shall mean any use of Nipper for profit whether by or for the 
Licensee or for any person, organisation, government or government department. 
For 
the avoidance of doubt Commercial Use includes the use by the Licensee in the 
course 
of research funded by a commercial organisation.

"Non-Commercial Use" shall mean any use of NIPPER (by an individual) which is 
not 
for profit.

"Subscription Fee" shall mean the fee payable for a Commercial Use Licence.

"Subscription Period" is the period renewable every 1, 2 or 3 years (as defined 
by 
the subscription) from the date the Subscription Fee is paid for which the 
Licensee 
may use NIPPER on a specified number of individual Devices.

2. Licensed Software

2.1 This Licence relates to all versions of NIPPER developed by the Licensor. 
The 
Licensor reserves all rights.

3. Grant Of Licence

3.1 End User Commercial Use Licence

3.1.1 The Licensee may only use NIPPER after paying the Subscription Fee. The 
Subscription Fee shall be determined in accordance with the Licensor's (or the 
Licensor's reseller's) price list which shall be available from the Licensor 
(or 
the Licensor's reseller's) on request.

3.1.2 The Licensor grants the Licensee a non-exclusive, non-transferable 
licence 
to use NIPPER during the Subscription Period.

3.1.3 The Licensee may only use NIPPER for the number of licensed Devices 
during 
the Subscription Period. Any additional use will require the payment of an 
additional Subscription Fee.

3.1.4 The Licensee may only install NIPPER on Computers owned by the Licensee.
 The Licensee may install NIPPER on any number of Computers owned by the 
Licensee. 
An exclusion is made where the Licensee provides a managed service, then the 
Licensee may additionally install NIPPER on devices managed by the Licensee.

3.1.5 The Licensee may not sell or re-sell NIPPER or otherwise share, exploit 
or 
allow it to be transferred to any person for value or for Commercial Use.

3.1.6 The Licensee may not rent, lease, hire out or lend NIPPER.

3.2 System Integrator Commercial Use Licence

3.2.1 The Licensee may only use NIPPER after paying the Subscription Fee. The 
Subscription Fee shall be determined in accordance with the Licensor's (or the 
Licensor's reseller's) price list which shall be available from the Licensor 
(or 
the Licensor's reseller's) on request.

3.2.2 The Licensor licenses NIPPER for use in commercial products developed by 
the Licensee where NIPPER comprises not more than 50% of the product's 
functionality ("the Licensed Product").

3.2.3 The Licensor grants the Licensee the right to integrate NIPPER using only 
the NIPPER API, library and executables developed by the Licensor.

3.2.4 The Licensor grants the Licensee a non-exclusive, worldwide, revocable, 
non-transferable, license to use, reproduce, distribute and to incorporate 
NIPPER 
into the Licensee's Product, and to update, market, and distribute the 
Licencees 
Product to end users. The Licensee may distribute to end-users directly, or 
through 
multiple tiers of distribution, including resellers, distributors, VARS and 
OEMs.

3.2.5 The Licensee may grant to end users the right to use the Licensee's 
Product 
with NIPPER. The Licensee may not permit end users to sub-license or externally 
redistribute NIPPER in whole or in part.

3.2.6 The Licensee may only distribute NIPPER as part of the Licensee's paid 
commercial product whereby a price is paid by all end users for its use.

3.2.7 Termination of this Licence will not effect the end users right to use 
NIPPER. 
Termination of this Licence will terminate end users right to further NIPPER 
updates. 
The licence will automatically be terminated if the Licence Subscription 
expires.

3.2.8 The Licensor expressly disclaims, and the Licensee hereby expressly 
waives, all 
warranties express or implied, including warranties of merchantability and 
fitness 
for a particular purpose. The Licensor does not warrant that Nipper will meet 
the 
Licensee's requirements or that the operation of Nipper will be uninterrupted 
or 
error-free, or that errors in Nipper will be corrected. The Licensor shall have 
no 
liabilities or obligations to the Licensee for damages arising out of or in 
connection with the installation, use or performance of Nipper.

3.3 Non-Commercial Use Licence

3.3.1 The Licensee may use NIPPER for an unlimited Subscription Period for 
Non-Commercial Use.

3.3.2 The Licensor grants the Licensee a non-exclusive, non-transferable 
licence to 
use NIPPER.

3.3.3 The Licensee may only use NIPPER for up to five (5) Devices. Any 
additional 
use will require a Commercial Use license.

3.4 The Licensee may only install NIPPER on Computers owned by the Licensee.

3.3.5 The Licensee may not sell or re-sell NIPPER or otherwise share, exploit 
or 
allow it to be transferred to any person for value or for Commercial Use.

3.3.6 The Licensee may not rent, lease, hire out or lend NIPPER.

4. Updates

4.1 The Licensee is entitled to install and use all NIPPER updates during the 
Subscription Period.

4.2 The Licensor reserves the right to revise the Licence at any time without 
notice. The current licence terms are available from the Licensors web site.

5. Technical Support

5.1 Unless otherwise arranged, technical support for NIPPER is provided through 
the Licensor's web site http://www.titania.co.uk

6. Description of other Rights and Limitations

6.1. Limitation on Modification: The Licensee shall not modify or reverse 
engineer 
NIPPER, except and only to the extent that such activity is expressly permitted 
by 
law. 

6.2. Source Code: The Licensee is not permitted to merge, integrate, reverse 
engineer, copy or paste the Nipper source code into the Licensee's own software.

6.3. Termination: Without prejudice to any other rights it may have, the 
Licensor 
may terminate this Agreement with immediate effect if the Licensee fails to 
comply 
with the terms and conditions of this Agreement. If this Agreement is 
terminated 
the Licensee must remove all copies of NIPPER and all of its component parts 
from 
their Computers, destroy the copies and provide a certificate to this effect to 
the 
Licensor.

6.4 Illegal Use: NIPPER may not be used for any purpose that is in breach of 
any 
local, regional or foreign law. The Licensee and Licensor are responsible for 
their 
own compliance with local, regional or foreign law.

7. Copyright
All title and intellectual property rights in and to NIPPER, the accompanying 
printed materials and any copies obtained from the Internet are owned by the 
Licensor. All title and intellectual property right in and to the content, 
which 
may be accessed through use of NIPPER is the property of the respective content 
owner and may be protected by copyright. This Agreement grants no right to use 
such 
content. All rights not expressly granted are reserved by the Licensor.

Any patches or updates that the Licensee may develop for NIPPER must be 
immediately 
submitted to the Licensor. In addition, the Licensee will forthwith transfer 
without 
charge all current and future rights including copyrights and other 
intellectual 
property rights relating to such updates to the Licensor. 

By using NIPPER, the Licensee acknowledges and agrees that the copyright, trade 
secrets, 
and all other intellectual property rights of whatever nature in NIPPER, and 
all copies 
thereof, partial or complete, in all media and whether or not merged into other 
materials, are and shall remain the property of the Licensor.

8. Disclaimer of Warranty on Software
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. THE LICENSOR, 
ITS 
LICENSORS AND DISTRIBUTORS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, 
INCLUDING BUT 
NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY 
OR FITNESS 
FOR A PARTICULAR PURPOSE. The licensor, its licensors and distributors do not 
guarantee 
the Software or related documentation in terms of their correctness, accuracy, 
reliability, or otherwise. You assume the entire risk as to the results and 
performance 
of the Software and related documentation.

9. Complete Statement of Warranty
The limited warranty provided in this agreement is the only warranty of any 
kind that is 
made by the licensor. No oral or written information or advice given by the 
licensor, its 
dealers, distributors, agents, or employees shall create a warranty or in any 
way increase 
the scope of the foregoing limited warranty, and you may not rely on any such 
information 
or advice. Some jurisdictions do not allow the limitation or exclusion of 
express or 
implied warranties, so the above exclusion may not apply to you, and you may 
have other 
rights, which may vary from jurisdiction to jurisdiction

10. Third Party Rights
Any legal entity who is not a party to this Licence shall have no right to 
enforce any 
term of this Licence.

11. Limitation of Liability
IN NO EVENT SHALL THE LICENSOR, ITS LICENSORS, ITS DISTRIBUTORS OR ITS 
SUPPLIERS BE LIABLE 
TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, 
INCLUDING, BUT NOT 
LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL 
OR ECONOMIC 
LOSS, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE OR RELATED 
DOCUMENTATION, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES. 
Some jurisdictions do not allow the limitation or exclusion of liability for 
incidental or 
consequential damages so the above limitation or exclusion may not apply to 
you. THE 
LICENSOR, ITS LICENSORS, DISTRIBUTORS AND SUPPLIERS SHALL IN NO EVENT BE LIABLE 
FOR ANY 
DAMAGES ARISING FROM PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE. OUR 
MAXIMUM LIABILITY 
TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE 
AMOUNT 
PAID BY YOU FOR THE SOFTWARE. Nothing contained in these Terms shall prejudice 
the 
statutory rights of any party dealing as a consumer. The licensor is acting on 
behalf of 
its employees, distributors, licensors and affiliates for the purpose of 
disclaiming, 
excluding, and/or restricting obligations, warranties, and liability as 
provided in this 
clause, but in no other respects and for no other purpose.

The Licensor accepts no liability for any claim of infringement based on the 
use of an 
altered version of NIPPER or where NIPPER is offered with third party products.

12. Force Majeure
The Licensor shall not be liable for any loss or for any failure to perform any 
obligation hereunder due to causes beyond its control including without 
limitation:
* Act of God including tempest, fire, or natural disaster;
* War, civil war, sabotage or act of terrorism;
* Government sanction, embargo, import or export regulation or order;
* Labour disputes, including strikes, lockouts, boycotts or other industrial 
action (but 
  usually strikes of the labour force of the party claiming force majeure are 
expressly 
  excluded);
* Failure in the transportation of equipment, machinery or personnel or in the 
provision 
  of any utility including power, gas, water, or communication services.

13. Governing Law and Jurisdiction
This Agreement shall be construed in accordance with the laws of England and 
Wales and 
the parties hereby submit to the exclusive jurisdiction of the English Courts.


Titania Limited / Nipper Licence Version 3.0 (5th June 2009)

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