key: mozilla-ospl-1.0 short_name: Mozilla Open Software Patent License 1.0 name: Mozilla Open Software Patent License Agreement v1 category: Patent License owner: Mozilla homepage_url: https://www.mozilla.org/en-US/about/patents/license/ spdx_license_key: LicenseRef-scancode-mozilla-ospl-1.0 faq_url: https://www.mozilla.org/en-US/about/patents/ other_urls: - https://www.mozilla.org/en-US/about/patents/guide/ text: "Mozilla Open Software Patent License Agreement v1\nThis Open Software Patent License\ \ Agreement (\"Agreement\") is made between you and the Licensor identified below. For purposes\ \ of this Agreement, you means you and your Affiliates, and Licensor means the Mozilla Corporation,\ \ Mozilla Foundation and any of their Affiliates.\n\n1.\tDefinitions\n\ta.\t\"Affiliate\"\ \ means any entity owned or controlled by you or Licensor, as applicable, either now or in\ \ the future.\n\tb.\t\"Mozilla Patents\" means all Patents owned, or licensable as described\ \ in this Agreement, at any time during the License Term, by Licensor.\n\tc.\t\"Open Patent\ \ Licensing\" means royalty-free and non-discriminatory licensing or cross-licensing arrangements\ \ such as open source licenses or open standards licensing.\n\td.\t\"Open Source Software\"\ \ means Software that is made generally publicly available under an open source license, which\ \ means a license meeting the Open Source Definition as published by the Open Source Initiative.\ \ For clarity, Software that is made available under multiple licenses will be considered\ \ Open Source Software only to the extent it is used under an open source license.\n\te.\t\ A \"Participant\" means any party that is bound to any version of this Agreement, including\ \ you.\n\tf.\tA \"Patent\" means a patent, and any continuation, divisional, continuation-in-part,\ \ or other patent that claims priority therefrom.\n\tg.\t\"Software\" means instructions for\ \ programmable physical apparatus, but excludes all physical apparatus, such as computer processors,\ \ computer hardware, and peripheral devices. For clarity, \"Software\" excludes semiconductor\ \ mask works, and includes services consisting of making available the functionality of software.\n\ \th.\t\"Your Patents\" means all Patents owned, or licensable as described in this Agreement,\ \ at any time during the License Term, by you.\n\n2.\tAcceptance and Effectiveness. You will\ \ be bound to this Agreement if you (a) make, use, sell, import or otherwise exploit any Software,\ \ or practice any method embodied in Software, in such a fashion that, absent the licenses\ \ granted to you herein, would infringe any Licensor Patent; (b) take any action knowingly\ \ relying on the licenses granted to you herein, or (c) show in any other reasonable way your\ \ intention to be bound to this Agreement. The License Term will begin upon the first to occur\ \ of any of a, b, or c of this paragraph and continue unless and until your license is terminated\ \ under Section 4. In the event it is determined by a court of competent jurisdiction that\ \ this Agreement is not binding on you, then the licenses granted by Licensor and any other\ \ Participant to you hereunder will be void ab initio (i.e. will have never been granted to\ \ you).\n\n3.\tConditional License\n\ta.\tSubject to Section 3(b), Licensor, on behalf of\ \ itself and each of its Affiliates, hereby grants to you and your Affiliates a royalty-free,\ \ fully-paid-up, worldwide, non-exclusive, non-transferable license under Licensor Patents\ \ to make, have made, use, sell, offer for sale, import, and otherwise exploit any Software\ \ and practice any method embodied in Software.\n\tb.\tIn consideration for the rights granted\ \ hereunder in Section 3(a), you agree to grant, upon request and upon reasonable, non-discriminatory\ \ and royalty free terms and conditions, to Licensor and any Participant a royalty-free, fully-paid-up,\ \ worldwide, non-exclusive, non-transferable license under your Patents to make, have made,\ \ use, sell, offer for sale, import, and otherwise exploit any Open Source Software and practice\ \ any method embodied in Open Source Software. As used in this paragraph, \"reasonable\" means,\ \ without limitation, that such terms must not place any restrictions on the practice of your\ \ Patents that would prohibit use, modification and redistribution of the applicable software\ \ under the terms of Open Source Licenses. By way of example and not limitation, such terms\ \ must not restrict the field of use of the Software, or prohibit modification of the Software.\n\ \tc.\tMozilla or others may license Patents to you under other terms, such as Open Patent\ \ Licensing efforts, and any other such license granted to you will not limit your rights\ \ under this License.\n\td.\tDuring the License Term, you may transfer your rights, licenses\ \ and obligations under this Agreement in connection with a merger, acquisition, or sale of\ \ all or substantially all of your assets related to this Agreement, to a party that (1) expresses\ \ in writing its intention to be bound (sufficient to meet the conditions of Section 2), and\ \ (2) has not asserted Claims as described in Section 4 prior to the date of transfer.\n\t\ e.\tYou acknowledge that this Agreement does not reflect a royalty that might otherwise have\ \ been negotiated at arms’ length for any Patent, and that this Agreement is not intended\ \ to affect any determination of whether infringement of any Patent may be adequately compensated\ \ by money damages.\n\tf.\tEach Participant is an intended third party beneficiary of this\ \ Agreement.\n\n4.\tTermination\n\ta.\tIf you bring a Claim, the licenses granted to you by\ \ Mozilla and all other Participants will immediately terminate as of the date you bring such\ \ Claim. For purposes of the foregoing, a \"Claim\" means (a) filing any lawsuit or other\ \ legal action (including any action to enjoin import of products) asserting infringement\ \ of your Patent by Software, (b) making any written claims of infringement of any of your\ \ Patents by Software, including requests to cease and desist infringement, or (c) assisting\ \ any third party to bring any such claim. However, \"Claims\" will not include (x) claims\ \ of patent infringement brought by you as counter-claims or cross-claims in any third party\ \ claim of patent infringement against you; or (y) invitations or offers to license Patents\ \ in connection with Open Patent Licensing.\n\tb.\tYou may terminate the License Term by making\ \ a public statement of your intention to no longer be party to this Agreement, stating a\ \ date of termination of the License Term no earlier than the date of such statement, and\ \ stating in good faith that to your knowledge, you will not infringe any Mozilla Patent as\ \ of the end of the License Term. In such case, the licenses granted to you by all Participants\ \ will terminate effective as of the end of the License Term, and your licenses under Section\ \ 3(b) will also terminate as of the end of the License Term.\n\n5.\tGeneral\n\ta.\tThis is\ \ the entire agreement between Mozilla and you on the subject matter of this Agreement. In\ \ the event that any term or condition contained in this Agreement shall be determined by\ \ any court of competent jurisdiction to be unenforceable by reason of its extending for too\ \ great a period of time or over too great a geographical area or by reason of its being too\ \ extensive in any other respect, it shall be interpreted to extend only over the maximum\ \ period of time for which it may be enforceable and/or over the maximum geographical area\ \ as to which it may be enforceable and/or to the maximum extent in all other respects as\ \ to which it may be enforceable, all as determined by such court in such action.\n\tb.\t\ The text of this Agreement is provided to you under the CC0 1.0 Universal Waiver.\n\tc.\t\ Any law or regulation which provides that the language of a contract shall be construed against\ \ the drafter will not be used to construe the terms of this Agreement against any Participant.\n\ \nIf you would like to show your intention to be bound by this Agreement, you may wish to\ \ make the following statement: \"ZXQ, Inc. hereby states that it intends to be bound by the\ \ Mozilla Open Software Patent License Agreement for Mozilla, version , as of [date].\"\n\ \nIf you would like to use the text of this agreement for your own patent licensing, you may\ \ feel free to do so. However, to avoid confusion please remove all references to \"Mozilla\"\ \ from your version of the agreement. You may wish to say that your agreement is \"based on\ \ the Mozilla Open Software Patent License Agreement,\" for informational purposes, but you\ \ are not required to do so."