Both licenses are binding legal agreements between xTuple, the author and owner of the software, and you, the end-user, which define the terms under which you may use the software.
The End User License Agreement (EULA) is a commercial agreement under which the more advanced editions of xTuple ERP are licensed. You pay xTuple for the right to use the software and agree to comply with the terms of the agreement. Professional support, services and cloud hosting are also available for users who purchase a commercial license.
The Common Public Attribution License (CPAL) is a free software license, approved by the Open Source Initiative. If you use the CPAL, you agree to abide by its terms, including the requirement to return to xTuple any enhancements you make to the software, and to include xTuple's copyright notices as defined in the license.
PostBooks®, Distribution, Manufacturing and Enterprise Editions xTuple End User License Agreement [EULA]
Starter version of PostBooks® is available as Common Public Attribution License [CPAL]
xTuple End-User License Agreement (EULA)
The full text of the xTuple License, which governs the use of the commercial xTuple software by an end-user (typically a manufacturing or distribution company), is found below. xTuple's partner programs, covered under a separate agreement, offer generous incentives for value-added resellers, consultants, systems integrators, and other technology solution providers to resell and modify xTuple products.
This license is between you and xTuple and applies to the Software (as defined below). This license explains your rights to use and modify the Software. By signing — either electronically or manually — you accept this license and agree to comply with its terms and conditions.
1. Definitions. The following definitions apply to this license:
1.1. "Contribution" means any work derived from the Software by a Contributor, including, without limitation, any modification, addition, or deletion made to the Software by xTuple, another Contributor, or you.
1.2. "Contributor" means any party that develops a Contribution to the Software and includes, but is not limited to, xTuple and you.
1.3. "xTuple" means OpenMFG, LLC, d/b/a "xTuple," a Virginia limited liability company and owner of the Software.
1.4. "Software" means the xTuple ERP Suite, ______________ Edition, and/or xTuple Packages (specify: ______________ ) which are loaded into the xTuple ERP Suite, including all accompanying tools and documentation, and any Contributions added to the xTuple Software, tools, or documentation.
2. Rights Granted. xTuple licenses you to do the following with the Software:
2.1. Copy, install, and modify the source code version of the Software;
2.2. Use the Software for your own internal business purposes as an end-user of the Software.
This license is worldwide, non-exclusive, perpetual or annual, depending on the license fee paid, (unless terminated for breach), and non-transferable.
3. License and Maintenance Fees.
3.1. Number of Users. This license is for ______ concurrent users of the Software, and is licensed under either an Annual License or a Perpetual License (as defined below). If you elect to purchase additional users, convert this license from Annual to Perpetual, or from Perpetual to Annual, at a later date, all other terms of this license will continue to apply. xTuple reserves the right to audit your usage of the Software, and if you exceed this specified number of concurrent users on more than three occasions, you agree that this license will be amended to add such additional users as xTuple deems required by the audit. Such additional users will be added via Attachment A to this license, and will be billed to you at xTuple's then-current published rates. If you determine independent of any xTuple audit that you require additional user licenses, you may notify xTuple via electronic mail, and such additional users will be billed to you at xTuple's then-current published rates, less a courtesy discount of 10%.
3.2 Annual License. In exchange for the license granted in Section 2, you agree to pay to xTuple an initial annual license fee in the amount specified in your xTuple invoice. You must pay the annual license fee upon execution of this license and each subsequent anniversary thereof (provided that you are not in breach). Software Maintenance (as defined in section 3.4 below) is included in the Annual License. Renewal pricing of the Annual License shall be at xTuple’s then-current published rates; xTuple will invoice you for the amount due. If you do not wish to renew your Annual License, you must notify xTuple in writing at least thirty days prior to the anniversary date of this Agreement.
3.3. Perpetual License. In exchange for the license granted in Section 2, you agree to pay to xTuple a Perpetual License Fee, plus the first year’s Software Maintenance Fee, in the amount specified in your xTuple invoice. You must pay both fees upon execution of this license.
3.4. Monthly Billing Option. For either the Annual or Perpetual License, you may optionally choose to pay to xTuple a monthly Fee in the amount specified in your xTuple invoice. Payment for monthly billing is only by pre-authorized ACH bank account draft; you hereby authorize xTuple to debit your account the monthly Fee, with the first three months’ payment due on the Effective Date, and monthly payments on the same day of the month as the Effective Date, starting three months following the Effective Date. You acknowledge that this does not constitute a month-to-month contract, and represents a commitment for a full twelve months following the Effective Date, subject to all the other terms contained in this license. In the event that your account debit is declined, a $50 fee will be assessed, and you must provide alternate billing information within 72 hours of being notified by xTuple, or be subject to the Termination clause in section 11 below.
3.5. Software Maintenance. Customers who are current on their Annual License payments or current in the first year of their Perpetual License payment as defined above shall be entitled to receive all updates and enhancements to the Software released by xTuple. Updates and enhancements will be provided electronically. Software Maintenance payments are due and payable each year on the anniversary date of the Perpetual License Fee, at xTuple’s then-current published rates. If you do not wish to renew your Software Maintenance, you must notify xTuple in writing at least thirty days prior to the anniversary date of this Agreement. If more than twelve months have passed since a customer’s most recent Software Maintenance Fee payment, the customer will be deemed to be “Out of Maintenance,” and xTuple reserves the right to treat any further updates to the Software as entirely new license sales. Installation of updates and enhancements is not covered under this License Agreement (see section 6, below).
4. Licensee Obligations. You are required to do the following when using or modifying the Software:
4.1. Include all original copyright and trademark notices and disclaimers;
4.2. Include the text of this license; and
4.3. Deliver to xTuple or its authorized reseller in digital or electronic format all Contributions that you make to the Software.
5. Prohibitions. You are not permitted to do any of the following with the Software:
5.1. Distribute a source code version of the Software containing your Contributions;
5.2. Distribute your Contributions to any party other than xTuple or its authorized reseller;
5.3. Distribute or redistribute a compiled binary version of the Software in its original or modified form;
5.4. Process or permit to be processed any other partyís data for a fee or other consideration;
5.5. Use the Software in the operation of a service bureau;
5.6. Provide consulting services related to developing, installing, implementing, or training for the use, modification, or distribution of the Software to any party outside of your business for a fee;
5.7. Develop or contribute to the development of a software application that competes with the Software.
Parties interested in reselling the Software, or providing services related to the Software, are encouraged to contact xTuple about a reseller or consultant arrangement, which would include a separate agreement and license.
6. No Additional Services. Under the terms of this license, xTuple is not responsible for installing, supporting, maintaining, or updating the Software, for training you to install, use, support, maintain, update, or modify the Software, or for converting, entering, or verifying any data. xTuple and its authorized resellers provide maintenance, support, training, and consulting services for a fee under separate written agreements.
7. Ownership. xTuple owns all right, title, interest, copyright, and patent rights in and to the original and all modified versions of the Software, including, without limitation, all Contributions made by you or any other party. To the extent that xTuple does not own your Contributions, you hereby transfer to xTuple all right, title, interest, copyright, and patent rights in and to your Contributions. xTuple reserves the right to sell or license for a fee the Software and any Contributions in connection with a license to use the Software and the Contributions in connection with support, maintenance, or consulting services.
8. Limitations on Liability. In no event will xTuple or any other Contributor be liable for any damages whatsoever, including, but not limited to, lost revenue or profits or other direct, indirect, special, incidental, or consequential damages, even if they have been advised of the possibility of such damages, except to the extent any applicable law prohibits this disclaimer.
9. NO WARRANTIES. The Software and this license document are provided AS IS with NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING THE WARRANTY OF DESIGN, TITLE, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. In no event will xTuple refund the purchase of the Software.
10. Choice of Law. This license is governed by the laws of Virginia, including the Virginia Uniform Computer Information Transactions Act. Disputes must be settled in the state or federal courts located in Norfolk, Virginia.
11. Termination. If you breach any term or condition of this license or fail to perform any of your obligations under this license, then this license will automatically terminate, unless you have cured your breach or failure to xTuple's satisfaction within 30 days after xTuple or its authorized reseller has notified you of it. Upon termination, you must immediately stop using, modifying, and distributing the Software, deliver to xTuple or its authorized reseller all of your Contributions (whether or not completed), and delete all versions of the Software and Contributions from your systems. xTuple may seek injunctive relief and money damages against you if you breach this license or fail to perform your obligations.
Common Public Attribution License Version 1.0 (CPAL)
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.
8.1 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.
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 Virginia 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 Virginia, with venue lying in Norfolk, Virginia, 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 Information") a requirement that each time an Executable and Source Code or a Larger Work is launched or initially run (which includes initiating a session), a prominent display of the Original Developer's Attribution Information (as defined below) must occur on the graphic user interface employed by the end user to access such Covered Code (which may include display on a splash screen), if any. The size of the graphic image should be consistent with the size of the other elements of the Attribution Information. If the access by the end user to the Executable and Source Code does not create a graphic user interface for access to the Covered Code, this obligation shall not apply. If the Original Code displays such Attribution Information 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 Information is one way of meeting this requirement for notice.
(b) Attribution information may only include a copyright notice, a brief phrase, graphic image and a URL ("Attribution Information") and is subject to the Attribution Limits as defined below. For these purposes, prominent shall mean display for sufficient duration to give reasonable notice to the user of the identity of the Original Developer and that if You include Attribution Information or similar information for other parties, You must ensure that the Attribution Information for the Original Developer shall be no less prominent than such Attribution Information 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 Information: (a) a copyright notice including the name of the Original Developer; (b) a word or one phrase (not exceeding 10 words); (c) one graphic image provided by the Original Developer; and (d) a URL (collectively, the "Attribution Limits").
(c) If Exhibit B does not include any Attribution Information, then there are no requirements for You to display any Attribution Information of the Original Developer.
(d) You acknowledge that all trademarks, service marks and/or trade names contained within the Attribution Information 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 http://www.xTuple.com/CPAL. 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 xTuple ERP: PostBooks® Edition.
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 OpenMFG, LLC, d/b/a xTuple. All portions of the code written by xTuple are Copyright (c) 1999-(current year) OpenMFG, LLC, d/b/a xTuple. All Rights Reserved.
Alternatively, the contents of this file may be used under the terms of the xTuple End-User License Agreeement (the xTuple License), in which case the provisions of the xTuple 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 xTuple 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 xTuple License. If you do not delete the provisions above, a recipient may use your version of this file under either the CPAL or the xTuple 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 Information
Attribution Copyright Notice: Copyright (c) 1999-(current year) by OpenMFG, LLC, d/b/a xTuple
Attribution Phrase (not exceeding 10 words): "Powered by xTuple ERP: PostBooks® Edition"
Attribution URL: www.xtuple.org (to be included in the "Community" menu of the application if possible)
Graphic Image — The "Powered by xTuple" logo — as provided in the Covered Code, if any. (see below)
Display of Attribution Information is 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.
The "Powered by xTuple" logo
Below is the Graphic Image referenced in Exhibit B ("Attribution") of xTuple's Common Public Attribution License (CPAL).
To save to your local computer, just right-click over the image, and choose "Save Picture/Image As..."