Subject: For Approval: Common Public Attribution License (CPAL)
From: "Ross Mayfield" <ross.mayfield@socialtext.com>
Date: Mon, 25 Jun 2007 20:25:56 -0700
Mon, 25 Jun 2007 20:25:56 -0700
To OSI License Discuss,

Socialtext hereby submits the Common Public Attribution License for
consideration by OSI and discussion with our larger community.  It is
our honor to follow this process and we do not consider ourselves open
source, nor OSI-Certified, until and if our products are under an OSI
approved license.

1. The Common Public Attribution License ("CPAL") is based on the MPL
which has been approved and all of the new provisions are in Sections
14 and 15 (and Exhibit B) and  adding "Original Developer"  to certain
disclaimers ("Original Developer" is a term defined in the new
provisions for those who originally created the program who may be
different from the "Initial Developer"). Section 14 provides for an
attribution notice based on the Adaptive Public License and Section 15
provides for a network use provision based on the commonly used
provision on "External Deployment" found in the Apple Public License,
Real Network Public License and the Open Software License. We have
used the Adaptive Public License, which is virtually the sames as the
prior attribution provision which was in Exhibit B of the proposed
Socialtext Public License,  as the basis for the attribution provision
because it was approved after OSD 10 was adopted. We have limited the
placement requirement for attribution notice to "prominent" rather
than a specified size or location. We have also permitted the use of
splash screens. The term "prominent" is frequently used in other OSI
approved licenses such as the GPL and NASA Public License. Socialtext
believes that the application software has special needs as compared
to operating systems because of the application software can be used
anonymously in large distributions and can be used to provide services
through an ASP which does not provide modifications back to the
community. None of the approved OSI approved licenses include both a
network use provision and an attribution provision. We have limited
the new provisions to those which are either the same or very close to
provisions from existing licenses (see above).

2. The license can be used with any software which is licensed under
the MPL and licenses compatible with the MPL. The CPAL will take
precedence for combined works. Some licenses such as the GPL which are
incompatible with the MPL are also incompatible to the CPAL.

The license is attached in text and HTML formats, as submitted to
License-Approval.  We would not have gotten this far without the
feedback from this list.  Looking forward to the conversation,

Ross
-- 
--
Ross Mayfield
CEO & Co-founder
Socialtext
1-877-GET-WIKI, ext. 809
655 High St. Palo Alto, CA 94301
ross.mayfield@socialtext.com
company: http://www.socialtext.com
blog: http://ross.typepad.com
this email is: [ x ] bloggable [  ] ask first [ ] private


Common Public Attribution License Version 1.0 (CPAL)
1.	“Definitions”
	1.0.1	“Commercial Use” means distribution or otherwise making the Covered Code available
to a third party.
1.1	“Contributor” means each entity that creates or contributes to the creation of Modifications.

1.2	“Contributor Version” means the combination of the Original Code, prior Modifications
used by a Contributor, and the Modifications made by that particular Contributor. 
1.3	“Covered Code” means the Original Code or Modifications or the combination of the
Original Code and Modifications, in each case including portions thereof. 
1.4	“Electronic Distribution Mechanism” means a mechanism generally accepted in the
software development community for the electronic transfer of data. 
1.5	“Executable” means Covered Code in any form other than Source Code. 
1.6	“Initial Developer” means the individual or entity identified as the Initial Developer
in the Source Code notice required by Exhibit A. 
1.7	“Larger Work” means a work which combines Covered Code or portions thereof with
code not governed by the terms of this License. 
1.8	“License” means this document. 
1.8.1	“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. 
1.9	“Modifications” means any addition to or deletion from the substance or structure
of either the Original Code or any previous Modifications. When Covered Code is released
as a series of files, a Modification is: 
A.	Any addition to or deletion from the contents of a file containing Original Code
or previous Modifications. 
B.	Any new file that contains any part of the Original Code or previous Modifications.

1.10	“Original Code” means Source Code of computer software code which is described
in the Source Code notice required by Exhibit A as Original Code, and which, at the
time of its release under this License is not already Covered Code governed by this
License. 
1.10.1	“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. 
1.11	“Source Code” means the preferred form of the Covered Code for making modifications
to it, including all modules it contains, plus any associated interface definition files,
scripts used to control compilation and installation of an Executable, or source code
differential comparisons against either the Original Code or another well known, available
Covered Code of the Contributor’s choice.  The Source Code can be in a compressed or
archival form, provided the appropriate decompression or de-archiving software is widely
available for no charge. 
1.12	“You” (or “Your”) means an individual or a legal entity exercising rights under,
and complying with all of the terms of, this License or a future version of this License
issued under Section 6.1.  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.	Source Code License. 
2.1	The Initial Developer Grant. 
The Initial Developer hereby grants You a world-wide, royalty-free, non-exclusive license,
subject to third party intellectual property claims: 
	(a)	under intellectual property rights (other than patent or trademark) Licensable
by Initial Developer to use, reproduce, modify, display, perform, sublicense and distribute
the Original Code (or portions thereof) with or without Modifications, and/or as part
of a Larger Work; and 
	(b)	under Patents Claims infringed by the making, using or selling of Original Code,
to make, have made, use, practice, sell, and offer for sale, and/or otherwise dispose
of the Original Code (or portions thereof). 
	(c)	the licenses granted in this Section 2.1(a) and (b) are effective on the date Initial
Developer first distributes Original Code under the terms of this License. 
	(d)	Notwithstanding Section 2.1(b) above, no patent license is granted: 1) for code
that You delete from the Original Code; 2) separate from the Original Code;  or 3) for
infringements caused by: i) the modification of the Original Code or ii) the combination
of the Original Code with other software or devices. 
2.2	Contributor Grant. 
Subject to third party intellectual property claims, each Contributor hereby grants
You a world-wide, royalty-free, non-exclusive license 
	(a)	under intellectual property rights (other than patent or trademark) Licensable
by Contributor, to use, reproduce, modify, display, perform, sublicense and distribute
the Modifications created by such Contributor (or portions thereof) either on an unmodified
basis, with other Modifications, as Covered Code and/or as part of a Larger Work; and

	(b)	under Patent Claims infringed by the making, using, or selling of Modifications
made by that Contributor either alone and/or in combination with its Contributor Version
(or portions of such combination), to make, use, sell, offer for sale, have made, and/or
otherwise dispose of:  1) Modifications made by that Contributor (or portions thereof);
and 2) the combination of  Modifications made by that Contributor with its Contributor
Version (or portions of such combination). 
	(c)	the licenses granted in Sections 2.2(a) and 2.2(b) are effective on the date Contributor
first makes Commercial Use of the Covered Code. 
	(d)	Notwithstanding Section 2.2(b) above, no patent license is granted:  1) for any
code that Contributor has deleted from the Contributor Version; 2) separate from the
Contributor Version; 3) for infringements caused by:  i) third party modifications of
Contributor Version or ii) the combination of Modifications made by that Contributor
with other software (except as part of the Contributor Version) or other devices; or
4) under Patent Claims infringed by Covered Code in the absence of Modifications made
by that Contributor.
3.	Distribution Obligations. 
3.1	Application of License. 
The Modifications which You create or to which You contribute are governed by the terms
of this License, including without limitation Section 2.2.  The Source Code version
of Covered Code may be distributed only under the terms of this License or a future
version of this License released under Section 6.1, and You must include a copy of this
License with every copy of the Source Code You distribute.  You may not offer or impose
any terms on any Source Code version that alters or restricts the applicable version
of this License or the recipients’ rights hereunder.  However, You may include an additional
document offering the additional rights described in Section 3.5. 
3.2	Availability of Source Code. 
Any Modification which You create or to which You contribute must be made available
in Source Code form under the terms of this License either on the same media as an Executable
version or via an accepted Electronic Distribution Mechanism to anyone to whom you made
an Executable version available; and if made available via Electronic Distribution Mechanism,
must remain available for at least twelve (12) months after the date it initially became
available, or at least six (6) months after a subsequent version of that particular
Modification has been made available to such recipients.  You are responsible for ensuring
that the Source Code version remains available even if the Electronic Distribution Mechanism
is maintained by a third party. 
3.3	Description of Modifications. 
You must cause all Covered Code to which You contribute to contain a file documenting
the changes You made to create that Covered Code and the date of any change.  You must
include a prominent statement that the Modification is derived, directly or indirectly,
from Original Code provided by the Initial Developer and including the name of the Initial
Developer in (a) the Source Code, and (b) in any notice in an Executable version or
related documentation in which You describe the origin or ownership of the Covered Code.

3.4	Intellectual Property Matters 
	(a)	Third Party Claims. 
If Contributor has knowledge that a license under a third party’s intellectual property
rights is required to exercise the rights granted by such Contributor under Sections
2.1 or 2.2, Contributor must include a text file with the Source Code distribution titled
“LEGAL” which describes the claim and the party making the claim in sufficient detail
that a recipient will know whom to contact.  If Contributor obtains such knowledge after
the Modification is made available as described in Section 3.2, Contributor shall promptly
modify the LEGAL file in all copies Contributor makes available thereafter and shall
take other steps (such as notifying appropriate mailing lists or newsgroups) reasonably
calculated to inform those who received the Covered Code that new knowledge has been
obtained. 
	(b)	Contributor APIs. 
If Contributor’s Modifications include an application programming interface and Contributor
has knowledge of patent licenses which are reasonably necessary to implement that API,
Contributor must also include this information in the LEGAL file. 
	(c)	Representations. 
Contributor represents that, except as disclosed pursuant to Section 3.4(a) above, Contributor
believes that Contributor’s Modifications are Contributor’s original creation(s) and/or
Contributor has sufficient rights to grant the rights conveyed by this License.
3.5	Required Notices. 
You must duplicate the notice in Exhibit A in each file of the Source Code.  If it is
not possible to put such notice in a particular Source Code file due to its structure,
then You must include such notice in a location (such as a relevant directory) where
a user would be likely to look for such a notice.  If You created one or more Modification(s)
You may add your name as a Contributor to the notice described in Exhibit A.  You must
also duplicate this License in any documentation for the Source Code where You describe
recipients’ rights or ownership rights relating to Covered Code.  You may choose to
offer, and to charge a fee for, warranty, support, indemnity or liability obligations
to one or more recipients of Covered Code.  However, You may do so only on Your own
behalf, and not on behalf of the Initial Developer or any Contributor.  You must make
it absolutely clear than any such warranty, support, indemnity or liability obligation
is offered by You alone, and You hereby agree to indemnify the Initial Developer and
every Contributor for any liability incurred by the Initial Developer or such Contributor
as a result of warranty, support, indemnity or liability terms You offer. 
3.6	Distribution of Executable Versions. 
You may distribute Covered Code in Executable form only if the requirements of Section
3.1-3.5 have been met for that Covered Code, and if You include a notice stating that
the Source Code version of the Covered Code is available under the terms of this License,
including a description of how and where You have fulfilled the obligations of Section
3.2.  The notice must be conspicuously included in any notice in an Executable version,
related documentation or collateral in which You describe recipients’ rights relating
to the Covered Code.  You may distribute the Executable version of Covered Code or ownership
rights under a license of Your choice, which may contain terms different from this License,
provided that You are in compliance with the terms of this License and that the license
for the Executable version does not attempt to limit or alter the recipient’s rights
in the Source Code version from the rights set forth in this License.  If You distribute
the Executable version under a different license  You must make it absolutely clear
that any terms which differ from this License are offered by You alone, not by the Initial
Developer, Original Developer or any Contributor.  You hereby agree to indemnify the
Initial Developer, Original Developer and every Contributor for any liability incurred
by the Initial Developer, Original Developer or such Contributor as a result of any
such terms You offer. 
3.7	Larger Works. 
You may create a Larger Work by combining Covered Code with other code not governed
by the terms of this License and distribute the Larger Work as a single product. In
such a case, You must make sure the requirements of this License are fulfilled for the
Covered Code.
4.	Inability to Comply Due to Statute or Regulation. 
If it is impossible for You to comply with any of the terms of this License with respect
to some or all of the Covered Code due to statute, judicial order, or regulation then
You must:  (a) comply with the terms of this License to the maximum extent possible;
and (b) describe the limitations and the code they affect.  Such description must be
included in the LEGAL file described in Section 3.4 and must be included with all distributions
of the Source Code.  Except to the extent prohibited by statute or regulation, such
description must be sufficiently detailed for a recipient of ordinary skill to be able
to understand it.
5.	Application of this License. 
This License applies to code to which the Initial Developer has attached the notice
in Exhibit A and to related Covered Code.
6.	Versions of the License. 
6.1	New Versions. 
Socialtext, Inc. (“Socialtext”) may publish revised and/or new versions of the License
from time to time. Each version will be given a distinguishing version number.
6.2	Effect of New Versions.  
Once Covered Code has been published under a particular version of the License, You
may always continue to use it under the terms of that version.  You may also choose
to use such Covered Code under the terms of any subsequent version of the License published
by Socialtext.  No one other than Socialtext has the right to modify the terms applicable
to Covered Code created under this License. 
6.3	Derivative Works. 
If You create or use a modified version of this License (which you may only do in order
to apply it to code which is not already Covered Code governed by this License), You
must (a) rename Your license so that the phrases “Socialtext”, “CPAL” or any confusingly
similar phrase do not appear in your license (except to note that your license differs
from this License) and (b) otherwise make it clear that Your version of the license
contains terms which differ from the CPAL.  (Filling in the name of the Initial Developer,
Original Developer, Original Code or Contributor in the notice described in Exhibit
A shall not of themselves be deemed to be modifications of this License.)
7.	DISCLAIMER OF WARRANTY. 
COVERED CODE 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 CODE 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 CODE IS WITH YOU. SHOULD
ANY COVERED CODE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE INITIAL DEVELOPER, ORIGINAL
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 CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
8.	TERMINATION. 
8.1	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.  All sublicenses to the Covered Code which are properly granted
shall survive any termination of this License.  Provisions which, by their nature, must
remain in effect beyond the termination of this License shall survive. 
8.2	If You initiate litigation by asserting a patent infringement claim (excluding declatory
judgment actions) against Initial Developer, Original Developer or a Contributor (the
Initial Developer, Original Developer or Contributor against whom You file such action
is referred to as “Participant”) alleging that: 
	(a)	such Participant’s Contributor Version directly or indirectly infringes any patent,
then any and all rights granted by such Participant to You under Sections 2.1 and/or
2.2 of this License shall, upon 60 days notice from Participant terminate prospectively,
unless if within 60 days after receipt of notice You either:  (i) agree in writing to
pay Participant a mutually agreeable reasonable royalty for Your past and future use
of Modifications made by such Participant, or (ii) withdraw Your litigation claim with
respect to the Contributor Version against such Participant.  If within 60 days of notice,
a reasonable royalty and payment arrangement are not mutually agreed upon in writing
by the parties or the litigation claim is not withdrawn, the rights granted by Participant
to You under Sections 2.1 and/or 2.2 automatically terminate at the expiration of the
60 day notice period specified above. 
	(b)	any software, hardware, or device, other than such Participant’s Contributor Version,
directly or indirectly infringes any patent, then any rights granted to You by such
Participant under Sections 2.1(b) and 2.2(b) are revoked effective as of the date You
first made, used, sold, distributed, or had made, Modifications made by that Participant.

8.3	If You assert a patent infringement claim against Participant alleging that such
Participant’s Contributor Version directly or indirectly infringes any patent where
such claim is resolved (such as by license or settlement) prior to the initiation of
patent infringement litigation, then the reasonable value of the licenses granted by
such Participant under Sections 2.1 or 2.2 shall be taken into account in determining
the amount or value of any payment or license. 
8.4	In the event of termination under Sections 8.1 or 8.2 above,  all end user license
agreements (excluding distributors and resellers) which have been validly granted by
You or any distributor hereunder prior to termination shall survive termination.
9.	LIMITATION OF LIABILITY. 
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE),
CONTRACT, OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER, ORIGINAL DEVELOPER, ANY OTHER
CONTRIBUTOR, OR ANY DISTRIBUTOR OF COVERED CODE, 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 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.
10.	U.S. GOVERNMENT END USERS. 
The Covered Code is a “commercial item,” as that term is defined in 48 C.F.R. 2.101
(Oct. 1995), consisting of “commercial computer software” 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 Code with only those rights set forth herein.
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 California law provisions (except to the extent applicable law, if any, provides
otherwise), excluding its conflict-of-law provisions.  With respect to disputes in which
at least one party is a citizen of, or an entity chartered or registered to do business
in the United States of America, any litigation relating to this License shall be subject
to the jurisdiction of the Federal Courts of the Northern District of California, with
venue lying in Santa Clara County, California, with the losing party responsible for
costs, including without limitation, court costs and reasonable attorneys’ 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.
12.	RESPONSIBILITY FOR CLAIMS. 
As between Initial Developer, Original Developer and the Contributors, 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 Initial Developer, Original
Developer and Contributors to distribute such responsibility on an equitable basis.
 Nothing herein is intended or shall be deemed to constitute any admission of liability.
13.	MULTIPLE-LICENSED CODE. 
Initial Developer may designate portions of the Covered Code as Multiple-Licensed. 
Multiple-Licensed means that the Initial Developer permits you to utilize portions of
the Covered Code under Your choice of the CPAL or the alternative licenses, if any,
specified by the Initial Developer in the file described in Exhibit A.
14.	ADDITIONAL TERM: ATTRIBUTION
	(a)	As a modest attribution to the organizer of the development of the Original Code
(“Original Developer”), in the hope that its promotional value may help justify the
time, money and effort invested in writing the Original Code, the Original Developer
may include in Exhibit B (“Attribution Notice”) a requirement that each time an Executable
and Source Code or a Larger Work is launched or run, a prominent display of the Original
Developer’s Attribution Notice (as defined below) must occur on the graphic user interface
(which may include display on a splash screen), if any.  If the Executable and Source
Code does not launch or run a graphic user interface, this obligation shall not apply.
 If the Original Code displays such Attribution Notice in a particular form (such as
in the form of a splash screen, notice at login, an “about” display, or dedicated attribution
area on user interface screens), continued use of such form for that Attribution Notice
will meet this requirement for notice.
	(b)	Attribution information may only include a copyright notice, a brief phrase, graphic
image and a URL (“Attribution Notice”) and is subject to the Attribution Limits as defined
below.  For these purposes, prominent shall have its normal meaning, but shall require
that (a) the display be of sufficient duration to give reasonable notice to the user
of the identity of the Original Developer and (b) if You include Attribution Notice
or similar information for other parties, You must ensure that the Attribution  Notice
for the Original Developer shall be no less prominent than such Attribution Notice or
similar information for the other party.  For greater certainty, the Original Developer
may choose to specify in Exhibit B below that the above attribution requirement only
applies to an Executable and Source Code resulting from the Original Code or any Modification,
but not a Larger Work.  The intent is to provide for reasonably modest attribution,
therefore the Original Developer cannot require that You display, at any time, more
than the following information as Attribution Notice:  (a) a copyright notice including
the name of the Original Developer; (b) a word or one phrase (not exceeding 10 words);
(c) one graphic provided by the Original Developer; and (d) a URL (collectively, the
“Attribution Limits”).
	(c)	If Exhibit B does not include any Attribution Notice, then there are no requirements
for You to display any Attribution Notice for the Original Developer.
	(d)	You acknowledge that all trademarks, service marks and/or trade names contained
within the Attribution Notice distributed with the Covered Code are the exclusive property
of their owners and may only be used with the permission of their owners, or under circumstances
otherwise permitted by law or as expressly set out in this License.
15.	ADDITIONAL TERM: NETWORK USE.
The term “External Deployment” means the use, distribution, or communication of the
Original Code or Modifications in any way such that the Original Code or Modifications
may be used by anyone other than You, whether those works are distributed or communicated
to those persons or made available as an application intended for use over a network.
 As an express condition for the grants of license hereunder, You must treat any External
Deployment by You of the Original Code or Modifications as a distribution under section
3.1 and make Source Code available under Section 3.2.
 


EXHIBIT A.  Common Public Attribution License Version 1.0. 
“The contents of this file are subject to the Common Public Attribution License Version
1.0 (the “License”); you may not use this file except in compliance with the License.
You may obtain a copy of the License at _____________.  The License is based on the
Mozilla Public License Version 1.1 but Sections 14 and 15 have been added to cover use
of software over a computer network and provide for limited attribution for the Original
Developer. In addition, Exhibit A has been modified to be consistent with Exhibit B.

Software distributed under the License is distributed on an “AS IS” basis, WITHOUT WARRANTY
OF ANY KIND, either express or implied. See the License for the specific language governing
rights and limitations under the License. 
The Original Code is______________________. 
The Original Developer  is not the Initial Developer and is __________. If left blank,
the Original Developer is the Initial Developer. 
The Initial Developer of the Original Code is ____________. All portions of the code
written by ___________ are Copyright (c) _____. All Rights Reserved. 
Contributor ______________________.
Alternatively, the contents of this file may be used under the terms of the _____ license
(the  [___] License), in which case the provisions of [______] License are applicable
 instead of those above. 
If you wish to allow use of your version of this file only under the terms of the [____]
License and not to allow others to use your version of this file under the CPAL, indicate
your decision by deleting  the provisions above and replace  them with the notice and
other provisions required by the [___] License.  If you do not delete the provisions
above, a recipient may use your version of this file under either the CPAL or the [___]
License.”
[NOTE: The text of this Exhibit A may differ slightly from the text of the notices in
the Source Code files of the Original Code.  You should use the text of this Exhibit
A rather than the text found in the Original Code Source Code for Your Modifications.]
 


EXHIBIT B.  Attribution Notice
Attribution Copyright Notice: _______________________
Attribution Phrase (not exceeding 10 words): _______________________
Attribution URL: _______________________
Display of Attribution Notice is [required/not required] in Larger Works which are defined
in the CPAL as a work which combines Covered Code or portions thereof with code not
governed by the terms of the CPAL.








PA\10507656.1
359939-1 






Common Public Attribution License Version 1

Common Public Attribution License Version 1.0 (CPAL)

1.         “Definitions”

            1.0.1    “Commercial Use” means distribution or otherwise making the Covered Code available to a third party.

1.1       “Contributor” means each entity that creates or contributes to the creation of Modifications.

1.2       “Contributor Version” means the combination of the Original Code, prior Modifications used by a Contributor, and the Modifications made by that particular Contributor.

1.3       “Covered Code” means the Original Code or Modifications or the combination of the Original Code and Modifications, in each case including portions thereof.

1.4       “Electronic Distribution Mechanism” means a mechanism generally accepted in the software development community for the electronic transfer of data.

1.5       “Executable” means Covered Code in any form other than Source Code.

1.6       “Initial Developer” means the individual or entity identified as the Initial Developer in the Source Code notice required by Exhibit A.

1.7       “Larger Work” means a work which combines Covered Code or portions thereof with code not governed by the terms of this License.

1.8       “License” means this document.

1.8.1    “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.

1.9       “Modifications” means any addition to or deletion from the substance or structure of either the Original Code or any previous Modifications. When Covered Code is released as a series of files, a Modification is:

A.        Any addition to or deletion from the contents of a file containing Original Code or previous Modifications.

B.         Any new file that contains any part of the Original Code or previous Modifications.

1.10     “Original Code” means Source Code of computer software code which is described in the Source Code notice required by Exhibit A as Original Code, and which, at the time of its release under this License is not already Covered Code governed by this License.

1.10.1  “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.

1.11     “Source Code” means the preferred form of the Covered Code for making modifications to it, including all modules it contains, plus any associated interface definition files, scripts used to control compilation and installation of an Executable, or source code differential comparisons against either the Original Code or another well known, available Covered Code of the Contributor’s choice.  The Source Code can be in a compressed or archival form, provided the appropriate decompression or de-archiving software is widely available for no charge.

1.12     “You” (or “Your”) means an individual or a legal entity exercising rights under, and complying with all of the terms of, this License or a future version of this License issued under Section 6.1.  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.         Source Code License.

2.1       The Initial Developer Grant.

The Initial Developer hereby grants You a world-wide, royalty-free, non-exclusive license, subject to third party intellectual property claims:

            (a)        under intellectual property rights (other than patent or trademark) Licensable by Initial Developer to use, reproduce, modify, display, perform, sublicense and distribute the Original Code (or portions thereof) with or without Modifications, and/or as part of a Larger Work; and

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

            (c)        the licenses granted in this Section 2.1(a) and (b) are effective on the date Initial Developer first distributes Original Code under the terms of this License.

            (d)        Notwithstanding Section 2.1(b) above, no patent license is granted: 1) for code that You delete from the Original Code; 2) separate from the Original Code;  or 3) for infringements caused by: i) the modification of the Original Code or ii) the combination of the Original Code with other software or devices.

2.2       Contributor Grant.

Subject to third party intellectual property claims, each Contributor hereby grants You a world-wide, royalty-free, non-exclusive license

            (a)        under intellectual property rights (other than patent or trademark) Licensable by Contributor, to use, reproduce, modify, display, perform, sublicense and distribute the Modifications created by such Contributor (or portions thereof) either on an unmodified basis, with other Modifications, as Covered Code and/or as part of a Larger Work; and

            (b)        under Patent Claims infringed by the making, using, or selling of Modifications made by that Contributor either alone and/or in combination with its Contributor Version (or portions of such combination), to make, use, sell, offer for sale, have made, and/or otherwise dispose of:  1) Modifications made by that Contributor (or portions thereof); and 2) the combination of  Modifications made by that Contributor with its Contributor Version (or portions of such combination).

            (c)        the licenses granted in Sections 2.2(a) and 2.2(b) are effective on the date Contributor first makes Commercial Use of the Covered Code.

            (d)        Notwithstanding Section 2.2(b) above, no patent license is granted:  1) for any code that Contributor has deleted from the Contributor Version; 2) separate from the Contributor Version; 3) for infringements caused by:  i) third party modifications of Contributor Version or ii) the combination of Modifications made by that Contributor with other software (except as part of the Contributor Version) or other devices; or 4) under Patent Claims infringed by Covered Code in the absence of Modifications made by that Contributor.

3.         Distribution Obligations.

3.1       Application of License.

The Modifications which You create or to which You contribute are governed by the terms of this License, including without limitation Section 2.2.  The Source Code version of Covered Code may be distributed only under the terms of this License or a future version of this License released under Section 6.1, and You must include a copy of this License with every copy of the Source Code You distribute.  You may not offer or impose any terms on any Source Code version that alters or restricts the applicable version of this License or the recipients’ rights hereunder.  However, You may include an additional document offering the additional rights described in Section 3.5.

3.2       Availability of Source Code.

Any Modification which You create or to which You contribute must be made available in Source Code form under the terms of this License either on the same media as an Executable version or via an accepted Electronic Distribution Mechanism to anyone to whom you made an Executable version available; and if made available via Electronic Distribution Mechanism, must remain available for at least twelve (12) months after the date it initially became available, or at least six (6) months after a subsequent version of that particular Modification has been made available to such recipients.  You are responsible for ensuring that the Source Code version remains available even if the Electronic Distribution Mechanism is maintained by a third party.

3.3       Description of Modifications.

You must cause all Covered Code to which You contribute to contain a file documenting the changes You made to create that Covered Code and the date of any change.  You must include a prominent statement that the Modification is derived, directly or indirectly, from Original Code provided by the Initial Developer and including the name of the Initial Developer in (a) the Source Code, and (b) in any notice in an Executable version or related documentation in which You describe the origin or ownership of the Covered Code.

3.4       Intellectual Property Matters

            (a)        Third Party Claims.

If Contributor has knowledge that a license under a third party’s intellectual property rights is required to exercise the rights granted by such Contributor under Sections 2.1 or 2.2, Contributor must include a text file with the Source Code distribution titled “LEGAL” which describes the claim and the party making the claim in sufficient detail that a recipient will know whom to contact.  If Contributor obtains such knowledge after the Modification is made available as described in Section 3.2, Contributor shall promptly modify the LEGAL file in all copies Contributor makes available thereafter and shall take other steps (such as notifying appropriate mailing lists or newsgroups) reasonably calculated to inform those who received the Covered Code that new knowledge has been obtained.

            (b)        Contributor APIs.

If Contributor’s Modifications include an application programming interface and Contributor has knowledge of patent licenses which are reasonably necessary to implement that API, Contributor must also include this information in the LEGAL file.

            (c)        Representations.

Contributor represents that, except as disclosed pursuant to Section 3.4(a) above, Contributor believes that Contributor’s Modifications are Contributor’s original creation(s) and/or Contributor has sufficient rights to grant the rights conveyed by this License.

3.5       Required Notices.

You must duplicate the notice in Exhibit A in each file of the Source Code.  If it is not possible to put such notice in a particular Source Code file due to its structure, then You must include such notice in a location (such as a relevant directory) where a user would be likely to look for such a notice.  If You created one or more Modification(s) You may add your name as a Contributor to the notice described in Exhibit A.  You must also duplicate this License in any documentation for the Source Code where You describe recipients’ rights or ownership rights relating to Covered Code.  You may choose to offer, and to charge a fee for, warranty, support, indemnity or liability obligations to one or more recipients of Covered Code.  However, You may do so only on Your own behalf, and not on behalf of the Initial Developer or any Contributor.  You must make it absolutely clear than any such warranty, support, indemnity or liability obligation is offered by You alone, and You hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of warranty, support, indemnity or liability terms You offer.

3.6       Distribution of Executable Versions.

You may distribute Covered Code in Executable form only if the requirements of Section 3.1-3.5 have been met for that Covered Code, and if You include a notice stating that the Source Code version of the Covered Code is available under the terms of this License, including a description of how and where You have fulfilled the obligations of Section 3.2.  The notice must be conspicuously included in any notice in an Executable version, related documentation or collateral in which You describe recipients’ rights relating to the Covered Code.  You may distribute the Executable version of Covered Code or ownership rights under a license of Your choice, which may contain terms different from this License, provided that You are in compliance with the terms of this License and that the license for the Executable version does not attempt to limit or alter the recipient’s rights in the Source Code version from the rights set forth in this License.  If You distribute the Executable version under a different license  You must make it absolutely clear that any terms which differ from this License are offered by You alone, not by the Initial Developer, Original Developer or any Contributor.  You hereby agree to indemnify the Initial Developer, Original Developer and every Contributor for any liability incurred by the Initial Developer, Original Developer or such Contributor as a result of any such terms You offer.

3.7       Larger Works.

You may create a Larger Work by combining Covered Code with other code not governed by the terms of this License and distribute the Larger Work as a single product. In such a case, You must make sure the requirements of this License are fulfilled for the Covered Code.

4.         Inability to Comply Due to Statute or Regulation.

If it is impossible for You to comply with any of the terms of this License with respect to some or all of the Covered Code due to statute, judicial order, or regulation then You must:  (a) comply with the terms of this License to the maximum extent possible; and (b) describe the limitations and the code they affect.  Such description must be included in the LEGAL file described in Section 3.4 and must be included with all distributions of the Source Code.  Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill to be able to understand it.

5.         Application of this License.

This License applies to code to which the Initial Developer has attached the notice in Exhibit A and to related Covered Code.

6.         Versions of the License.

6.1       New Versions.

Socialtext, Inc. (“Socialtext”) may publish revised and/or new versions of the License from time to time. Each version will be given a distinguishing version number.

6.2       Effect of New Versions. 

Once Covered Code has been published under a particular version of the License, You may always continue to use it under the terms of that version.  You may also choose to use such Covered Code under the terms of any subsequent version of the License published by Socialtext.  No one other than Socialtext has the right to modify the terms applicable to Covered Code created under this License.

6.3       Derivative Works.

If You create or use a modified version of this License (which you may only do in order to apply it to code which is not already Covered Code governed by this License), You must (a) rename Your license so that the phrases “Socialtext”, “CPAL” or any confusingly similar phrase do not appear in your license (except to note that your license differs from this License) and (b) otherwise make it clear that Your version of the license contains terms which differ from the CPAL.  (Filling in the name of the Initial Developer, Original Developer, Original Code or Contributor in the notice described in Exhibit A shall not of themselves be deemed to be modifications of this License.)

7.         DISCLAIMER OF WARRANTY.

COVERED CODE 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 CODE 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 CODE IS WITH YOU. SHOULD ANY COVERED CODE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE INITIAL DEVELOPER, ORIGINAL 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 CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

8.         TERMINATION.

8.1       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.  All sublicenses to the Covered Code which are properly granted shall survive any termination of this License.  Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive.

8.2       If You initiate litigation by asserting a patent infringement claim (excluding declatory judgment actions) against Initial Developer, Original Developer or a Contributor (the Initial Developer, Original Developer or Contributor against whom You file such action is referred to as “Participant”) alleging that:

            (a)        such Participant’s Contributor Version directly or indirectly infringes any patent, then any and all rights granted by such Participant to You under Sections 2.1 and/or 2.2 of this License shall, upon 60 days notice from Participant terminate prospectively, unless if within 60 days after receipt of notice You either:  (i) agree in writing to pay Participant a mutually agreeable reasonable royalty for Your past and future use of Modifications made by such Participant, or (ii) withdraw Your litigation claim with respect to the Contributor Version against such Participant.  If within 60 days of notice, a reasonable royalty and payment arrangement are not mutually agreed upon in writing by the parties or the litigation claim is not withdrawn, the rights granted by Participant to You under Sections 2.1 and/or 2.2 automatically terminate at the expiration of the 60 day notice period specified above.

            (b)        any software, hardware, or device, other than such Participant’s Contributor Version, directly or indirectly infringes any patent, then any rights granted to You by such Participant under Sections 2.1(b) and 2.2(b) are revoked effective as of the date You first made, used, sold, distributed, or had made, Modifications made by that Participant.

8.3       If You assert a patent infringement claim against Participant alleging that such Participant’s Contributor Version directly or indirectly infringes any patent where such claim is resolved (such as by license or settlement) prior to the initiation of patent infringement litigation, then the reasonable value of the licenses granted by such Participant under Sections 2.1 or 2.2 shall be taken into account in determining the amount or value of any payment or license.

8.4       In the event of termination under Sections 8.1 or 8.2 above,  all end user license agreements (excluding distributors and resellers) which have been validly granted by You or any distributor hereunder prior to termination shall survive termination.

9.         LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL YOU, THE INITIAL DEVELOPER, ORIGINAL DEVELOPER, ANY OTHER CONTRIBUTOR, OR ANY DISTRIBUTOR OF COVERED CODE, 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 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.

10.       U.S. GOVERNMENT END USERS.

The Covered Code is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” 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 Code with only those rights set forth herein.

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 California law provisions (except to the extent applicable law, if any, provides otherwise), excluding its conflict-of-law provisions.  With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in the United States of America, any litigation relating to this License shall be subject to the jurisdiction of the Federal Courts of the Northern District of California, with venue lying in Santa Clara County, California, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys’ 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.

12.       RESPONSIBILITY FOR CLAIMS.

As between Initial Developer, Original Developer and the Contributors, 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 Initial Developer, Original Developer and Contributors to distribute such responsibility on an equitable basis.  Nothing herein is intended or shall be deemed to constitute any admission of liability.

13.       MULTIPLE-LICENSED CODE.

Initial Developer may designate portions of the Covered Code as Multiple-Licensed.  Multiple-Licensed means that the Initial Developer permits you to utilize portions of the Covered Code under Your choice of the CPAL or the alternative licenses, if any, specified by the Initial Developer in the file described in Exhibit A.

14.       ADDITIONAL TERM: ATTRIBUTION

            (a)        As a modest attribution to the organizer of the development of the Original Code (“Original Developer”), in the hope that its promotional value may help justify the time, money and effort invested in writing the Original Code, the Original Developer may include in Exhibit B (“Attribution Notice”) a requirement that each time an Executable and Source Code or a Larger Work is launched or run, a prominent display of the Original Developer’s Attribution Notice (as defined below) must occur on the graphic user interface (which may include display on a splash screen), if any.  If the Executable and Source Code does not launch or run a graphic user interface, this obligation shall not apply.  If the Original Code displays such Attribution Notice in a particular form (such as in the form of a splash screen, notice at login, an “about” display, or dedicated attribution area on user interface screens), continued use of such form for that Attribution Notice will meet this requirement for notice.

            (b)        Attribution information may only include a copyright notice, a brief phrase, graphic image and a URL (“Attribution Notice”) and is subject to the Attribution Limits as defined below.  For these purposes, prominent shall have its normal meaning, but shall require that (a) the display be of sufficient duration to give reasonable notice to the user of the identity of the Original Developer and (b) if You include Attribution Notice or similar information for other parties, You must ensure that the Attribution  Notice for the Original Developer shall be no less prominent than such Attribution Notice or similar information for the other party.  For greater certainty, the Original Developer may choose to specify in Exhibit B below that the above attribution requirement only applies to an Executable and Source Code resulting from the Original Code or any Modification, but not a Larger Work.  The intent is to provide for reasonably modest attribution, therefore the Original Developer cannot require that You display, at any time, more than the following information as Attribution Notice:  (a) a copyright notice including the name of the Original Developer; (b) a word or one phrase (not exceeding 10 words); (c) one graphic provided by the Original Developer; and (d) a URL (collectively, the “Attribution Limits”).

            (c)        If Exhibit B does not include any Attribution Notice, then there are no requirements for You to display any Attribution Notice for the Original Developer.

            (d)        You acknowledge that all trademarks, service marks and/or trade names contained within the Attribution Notice distributed with the Covered Code are the exclusive property of their owners and may only be used with the permission of their owners, or under circumstances otherwise permitted by law or as expressly set out in this License.

15.       ADDITIONAL TERM: NETWORK USE.

The term “External Deployment” means the use, distribution, or communication of the Original Code or Modifications in any way such that the Original Code or Modifications may be used by anyone other than You, whether those works are distributed or communicated to those persons or made available as an application intended for use over a network.  As an express condition for the grants of license hereunder, You must treat any External Deployment by You of the Original Code or Modifications as a distribution under section 3.1 and make Source Code available under Section 3.2.

 

 


EXHIBIT A.  Common Public Attribution License Version 1.0.

“The contents of this file are subject to the Common Public Attribution License Version 1.0 (the “License”); you may not use this file except in compliance with the License. You may obtain a copy of the License at _____________.  The License is based on the Mozilla Public License Version 1.1 but Sections 14 and 15 have been added to cover use of software over a computer network and provide for limited attribution for the Original Developer. In addition, Exhibit A has been modified to be consistent with Exhibit B.

Software distributed under the License is distributed on an “AS IS” basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License.

The Original Code is______________________.

The Original Developer  is not the Initial Developer and is __________. If left blank, the Original Developer is the Initial Developer.

The Initial Developer of the Original Code is ____________. All portions of the code written by ___________ are Copyright (c) _____. All Rights Reserved.

Contributor ______________________.

Alternatively, the contents of this file may be used under the terms of the _____ license (the  [___] License), in which case the provisions of [______] License are applicable  instead of those above.

If you wish to allow use of your version of this file only under the terms of the [____] License and not to allow others to use your version of this file under the CPAL, indicate your decision by deleting  the provisions above and replace  them with the notice and other provisions required by the [___] License.  If you do not delete the provisions above, a recipient may use your version of this file under either the CPAL or the [___] License.”

[NOTE: The text of this Exhibit A may differ slightly from the text of the notices in the Source Code files of the Original Code.  You should use the text of this Exhibit A rather than the text found in the Original Code Source Code for Your Modifications.]

 

 


EXHIBIT B.  Attribution Notice

Attribution Copyright Notice: _______________________

Attribution Phrase (not exceeding 10 words): _______________________

Attribution URL: _______________________

Display of Attribution Notice is [required/not required] in Larger Works which are defined in the CPAL as a work which combines Covered Code or portions thereof with code not governed by the terms of the CPAL.