[nem-en] RE: Legally Distributing Visual Studio Plugin Source
Kamil Skalski
kamil.skalski at gmail.com
Sat Jan 21 12:40:34 CET 2006
2006/1/21, Kamil Skalski <kamil.skalski at gmail.com>:
> Maybe somebody could post the NEW VSIP licence to the list? Or is it
> available online?
>
Ok, I downloaded VSIP and I've got the licence. Their site is a little
bit outdated, because before you download the package, you must agree
to the old 2003 licence (attached as licence1.txt), which forbids
distributing integration code.
But before actually installing VSIP package itself, there is a
different licence to agree (attached as licence2.txt), which is much
more friendly:
Especially
"3.2 Community Rights. You may also separately distribute Integration
Code, sample code, and excerpts from documentation in the Software
("Excerpts") if you comply with Section 3.3.
3.3 General Restrictions.
· Pass-Thru Terms. You will require distributors and external end
users of Distributable Code and Excerpts to agree to terms that
protect such items at least as much as this agreement.
· Legal Notices. You will not alter any copyright, trademark, patent,
or other legal notice or disclaimer in the Distributable Code or
Excerpts.
· Copy Quality. You will ensure that the copies of Distributable Code
and Excerpts you distribute are equivalent in quality to the copies
included in the Software. At our request, you will send us
representative copies for our inspection. If we notify you that we
are dissatisfied with the quality of your copies, you will promptly
correct the deficiencies.
· Microsoft Platforms. You will not distribute the Distributable Code
to run on a platform other than a Microsoft Platform.
· Malware. You will not include Distributable Code in malicious,
deceptive, or unlawful programs.
· Excluded Licenses. You will not modify or distribute the source
code of any Distributable Code so that any part of it becomes subject
to an Excluded License. An "Excluded License" is one that requires,
as a condition of use, modification or distribution, that (a) the code
be disclosed or distributed in source code form; or (b) others have
the right to modify it."
as opposed to the one from 2003:
" 2. License Restrictions/Conditions. The license grants set
forth in Section 2 are expressly subject to the following restrictions
and conditions:
[ ...]
7. You shall not expose or enable others to expose the
functionality contained in the Integration Code in a manner that
allows it to be accessed or used by any third party product. By way of
example but not limitation, You may not disclose the Integration Code
to third parties in source code form;"
I think we can ignore the older licence and take only the current one
into consideration.
So, unless anybody has some more thoughts I think we can open source
the VS plugin under BSD licence, which is a very nice news.
--
Kamil Skalski
http://nazgul.omega.pl
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VISUAL STUDIO INDUSTRY PARTNER
DISTRIBUTION AGREEMENT
(Affiliate)
Document Version 2.0 – July, 2003
This Visual Studio Industry Partner Distribution Agreement (Affiliate) (“Agreement”) is entered into as of the date this Agreement is accepted by you (the “Effective Date”) and is made by and between MICROSOFT CORPORATION, a Washington corporation located at One Microsoft Way, Redmond, WA 98052-6399 (“We”, “Us” or “Our”), and you, (“You”) or (“Your”) either an individual or single entity as indicated on the registration page. By Your selection of the “I Accept” button, You agree and accept the following terms and conditions of this Agreement.
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MICROSOFT SOFTWARE LICENSE TERMS
VISUAL STUDIO SOFTWARE DEVELOPMENT KIT
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6.5 Limits on Extensions. You must not use or enable others to use the Software to develop extensions for Visual Studio that (a) allow development of other extensions to Visual Studio without the Software, or (b) circumvent the PLK mechanism.
7. Feedback. If you give us feedback about the Software, you give us, without charge, the right to use, share, and commercialize your feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies, and services to use or interface with any specific parts of a Microsoft software or service that includes the feedback. You will not give feedback that is subject to a license that requires us to license our software or documentation to third parties because we include your feedback in them. We may also use any technical information we gather or derive as part of support or other services provided to you in connection with this agreement, in order to improve Microsoft products or services or provide customized services or technologies to you. We may disclose this information to others, but not in a form that personally identifies you.
8. Audit Rights. During the Term and for 2 years thereafter, you will keep all usual and proper records relating to the Software and any Eligible Products, sufficient to determine your compliance with this agreement. You will permit an independent certified public accountant we select (not on a contingent fee basis) to conduct an audit of all of your records, information, personnel, and facilities for purposes of verifying your compliance. The accountant will give you at least 5 days’ advance notice of the audit, and will conduct it during your regular business hours. The accountant will provide us a summary of its findings. If an audit does not reveal a material lack of compliance with this agreement, we will not initiate another audit for at least one year after that audit.
9. YOUR Warranties. You represent and warrant that (a) you have the right to enter into and perform this agreement, (b) there is no pending or threatened dispute or controversy relating to Eligible Products, (c) Eligible Products comply and will comply with all applicable laws, and (d) Eligible Products do not and will not violate any third party intellectual property or other legal rights.
10. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your country. This agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.
11. DISCLAIMER OF WARRANTY. The Software is licensed “as-is.” You bear the risk of using it. We give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this agreement cannot change. To the extent permitted under your local laws, we exclude the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
12. LIMITATION ON AND Exclusion of REMEDIES AND Damages. You can recover from us and our suppliers only direct damages up to U.S. $5.00. You cannot recover any other damages, including lost profits or consequential, special, indirect, or incidental damages. This limitation applies to (a) anything related to the software, services, content (including code) on third party Internet sites, or third party programs; and (b) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if we knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.
13 Indemnity.
13.1 Claims and Losses. You will defend us, our affiliates and successors, and the officers, directors, employees, and agents of each (“Microsoft Indemnitees”) against any and all threats, actions, suits, claims, demands, or other proceedings brought by others, arising out of or relating to (a) the marketing, distribution, or use of Integration Code, Eligible Products, or modifications or derivative works of the Software made by you or on your behalf if such claims, etc. would have been avoided by the exclusive use of the unmodified Software, or (b) any facts that, if true, would be a breach of your warranties or obligations in this agreement (“Claims”). You will also indemnify and hold Microsoft Indemnitees harmless from and against all damages, losses, liabilities, injuries, judgments, fines, penalties, interest, assessments, costs, and expenses of any kind attributable to Claims, including reasonable attorneys’ and experts’ fees (“Losses”).
13.2 Procedures. We will promptly notify you of any Claim. We will permit you, through counsel reasonably acceptable to us, to answer and assume the defense of any Claim, and will cooperate with you at your request and expense in all reasonable respects in your defense of any Claim. We may also employ separate counsel and participate in the defense at our own expense. You may not settle any Claim on behalf of a Microsoft Indemnitee, or publicize any settlement of a Claim, without first obtaining our written permission, which we will not unreasonably withhold.
14. TERM AND Termination.
14.1 Term. This agreement will become effective on the date you click the “I Accept” button below, and will end on the third-year anniversary of that date, unless terminated earlier (“Term”).
14.2 Termination. During the Term, either party may immediately terminate this agreement: (a) upon a material breach of this agreement by the other, including breach of Sections 9 or 15.5 or any infringement of the first party’s proprietary rights; (b) if the other does not cure any other breach of this agreement within 30 days after written notice; or (c) if the other is found bankrupt, admits its inability to pay or ceases to pay debts as they become due, or otherwise can reasonably be considered insolvent.
14.3 Effect. Neither party will be responsible for any costs or damages resulting from its termination of this agreement in accordance with this agreement. Expiration or other termination of this agreement will not affect any rights you have previously granted to others in accordance with this agreement. In addition, unless we terminate this agreement for your material breach, you may (a) for a period of 90 days after termination, continue to distribute copies of Eligible Products that are in your inventory or distribution channel as of the effective date of termination, and (b) continue to exercise any rights granted hereunder as necessary to provide external end users with technical support for copies of Eligible Products licensed to them in accordance with this agreement.
14.4 Return or Destroy. Upon expiration or other termination of this agreement (or, if your rights survive, as in Section 14.3, after such surviving rights expire), you must return or destroy all full or partial copies of the Software in your possession or under your control within 30 days. At our request, you will certify such return or destruction in writing.
14.5 Survival. All definitions and Sections 7 through 15 will survive expiration or other termination.
15. General.
15.1 Notices. All notices, authorizations, and requests in connection with this agreement will be in writing. Notices will be deemed given on the day of receipt by messenger, delivery service, email, fax, or via the U.S. mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows (or to such other address as may be designated by written notice under this Section):
If to us: Microsoft Corporation One Microsoft Way Redmond, WA 98052 (U.S.A.) Attention: VSIP Program Manager Copy to: VSIP Program Attorney Fax: (425) 936-7329 Email: vsipinfo at microsoft.com <mailto:vsipinfo at microsoft.com> If to you: Name and address you provided when registering for this program.
15.2 Our Relationship. Even if we call you a “partner,” you are an independent contractor for purposes of this agreement. This agreement will not be construed as creating a partnership, joint venture, agency, or franchise relationship or any fiduciary duty. You do not have the power: to (a) make any promise or warranty on our behalf, (b) vary any terms, conditions, warranties, or covenants by us, or (c) grant any person any rights that we have not previously authorized in writing.
15.3 Waivers. No waiver of any breach of any term of this agreement will constitute a waiver of any other breach of the same or other terms. No waiver will be effective unless made in a writing signed by an authorized representative of the waiving party.
15.4 Severability. If a court finds any term of this agreement to be unenforceable, unlawful, or invalid, that term will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement will continue in full force and effect.
15.5 Assignment. You may not assign this agreement, and any rights or obligations in this agreement, without our prior written consent. For purposes of this agreement, an “assignment” by you includes each of: (a) a change in your beneficial ownership of greater than 20% (whether in a single transaction or series of transactions) if you are a partnership, trust, limited liability company or other like entity; (b) your merger with another party, whether or not you are the surviving entity; (c) the acquisition of more than 20% of any class of your voting stock (or any class of non-voting security convertible into voting stock) by another party (whether in a single transaction or series of transactions); and (d) the sale or other transfer of more than 50% of your assets (whether in one or multiple transactions).
15.6 Governmental Approvals. You will, at your own expense, obtain and maintain in full force and effect all governmental approvals or filings, if any, and comply with all applicable laws and regulations, in connection with your performance under this agreement.
15.7 Export Restrictions. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. For additional information, see www.microsoft.com/exporting <http://www.microsoft.com/exporting>.
15.8 Applicable Law. If you (or your headquarters) are located outside of the European Union, this agreement will be governed by the laws of the State of Washington and the United States. Otherwise, this agreement will be governed by the laws of Ireland. The 1980 United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement.
15.9 Dispute Resolution. If we bring an action to enforce this agreement, we will bring it in the jurisdiction where you have your headquarters. If the Microsoft entity entering into this agreement is located outside of the European Union, you will bring any action to enforce this agreement in the State of Washington, USA. Otherwise, you will bring any such action in Ireland. This Section does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
15.10 Entire Agreement. This agreement, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the Software and such items.
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