The +CAL Software License Agreement Legal Notice
This Software is available without charge but subject to compliance obligations;
you can redistribute and/or modify this Software under the terms of the +CAL
Software License Agreement (the "Agreement"), as published by the Corporate
Accountability Lab NFP ("CAL"), available here: https://www.legaldesign.org/cal-software-license.
CAL is a 501(c)(3) non-profit organization based in Chicago, IL that designs
legal solutions to protect people and the environment from corporate abuse.
Through this Agreement, CAL seeks to empower producers of intellectual property
to keep their intellectual property out of unethical supply chains and to support
ethical and sustainable commercial use of intellectual property.
This program is distributed in the hope that it will be useful, but WITHOUT
ANY WARRANTY; including without even the implied warranty of MERCHANTABILITY,
NON-INFRINGEMENT, or FITNESS FOR A PARTICULAR PURPOSE. See the Agreement for
more details.
The +CAL Software License Agreement (the "Agreement") (Version 1.1)
By exercising any of the rights licensed below, you (whether an individual or
legal entity, the "Licensee") accept and agree to be bound by the terms and
conditions of this Agreement. Licensee acknowledges and agrees that Licensee
is granted the licensed rights set forth in Section 1 from the party listed
above in the legal notice (whether an individual or legal entity, the "Licensor")
in consideration of Licensee's acceptance of these terms and conditions, and
Licensor grants Licensee such rights in consideration of benefits the Licensor
receives from making the software and associated documentation files (the "Software")
available under these terms and conditions. Licensor shall notify Corporate
Accountability Lab ("CAL") of use of this Agreement by completing the form on
the website at https://www.legaldesign.org/cal-software-license. Additional
obligations apply only to use of the Software for Commercial Purpose, as stated
in Sections 2(b) and 6(a). "Commercial Purpose" means any use of the Software
other than for individual, personal, and non-business use and Commercial Purpose
includes, without limitation, the (i) internal use of the Software (including
Modified Software) for business purposes or (ii) Sharing (defined below) of
the Software (including Modified Software) -- alone, in combination with, or
embedded in other products or services that are made available to third parties
-- for a fee or other consideration, or directly or indirectly in connection
with any business.
For consideration Licensee and Licensor agree is satisfactory:
Section 1. License.
(a) Permission is hereby granted by Licensor, on a non-exclusive basis and free
of charge to Licensee obtaining a copy of this Software, to use, copy, modify,
merge, publish, distribute, embed in other products, sell copies of, or otherwise
Share (defined below) the Software, and to permit persons to whom the Software
is furnished to do all of the above, subject to compliance with the terms and
conditions set forth in this Agreement. For the avoidance of doubt, nothing
herein is intended to nor shall be interpreted to interfere with any "fair use"
rights available under copyright law nor grant any rights that are not protected
by copyright law.
(b) Each time Licensee distributes, publishes, or otherwise makes the Software
(or any component thereof) available to another person or entity in any manner
(including embedded in another product) ("Share" or "Sharing"), the Licensee's
recipient automatically receives a license from the original licensors, including
Licensor, subject to this Agreement, and the recipient then becomes a Licensee
that must comply with the terms of this Agreement.
(c) If Licensee creates a modified version of the Software (including any derivative
work thereof) ("Modified Software"), Licensee may in turn Share the Modified
Software; provided, however, that Licensee must apply this Agreement (or a later
version) to any Sharing of the Modified Software as further described in Section
2, in which event Licensee would become a licensor and its recipient(s) would
become licensee(s) with respect to the Modified Software.
(d) For the avoidance of doubt, Licensor may also offer the Software (but not
Modified Software) under separate terms or conditions or stop distributing the
Software at any time; however, doing so will not terminate this Agreement to
Licensee nor Licensee's obligations pursuant to this Agreement.
Section 2. License Conditions. The grant of rights stated in Section 1 is expressly
made subject to ongoing compliance with the following conditions and restrictions
(the "Conditions") which are hereby accepted and agreed to by Licensee as obligations:
(a) Notice and Registration. The above legal notice shall be included in all
copies or substantial portions of the Software (including Modified Software)
in both the code (e.g., in comments included in the source and object code)
and human readable form (e.g., in a "readme" file or credits screen). Corporate
Accountability Lab requests, though does not require, that Licensee register
its use of the Software (including Modified Software) with CAL by completing
the form on the website at https://www.legaldesign.org/cal-software-license.
For the avoidance of doubt, failure to register use shall not relieve Licensee
from its obligations to comply with the Conditions of the Agreement.
(b) Morals Clause for Safe and Environmentally Sustainable Supply Chains. If
Licensee is a commercial entity, Licensee accepts a duty of care, as that term
is used in tort law, delict law, and/or similar bodies of law closely related
to tort and/or delict law, including without limitation, a requirement to act
with the watchfulness, attention, caution, and prudence that a reasonable person
in the circumstances would use ("Duty of Care") towards any person directly
impacted by any supply chain utilizing the Software for Commercial Purposes
(e.g., any person working in, or residing in proximity to, any supply chain
activities, or person harmed in the production of Licensee's goods or provision
of Licensee's services) and towards the environment directly impacted by any
supply chain utilizing the Software for Commercial Purposes (e.g., any natural
resources used in the production or manufacturing of Licensee's goods or provision
of Licensee's services, or environment harmed by the disposal or removal of
any by-products created during the production or manufacturing of Licensee's
goods or provision of Licensee's services). If Licensee, its subsidiaries, affiliates,
contractors, or suppliers should, during the term of this Agreement,
engage in any negligent conduct with respect to any person directly impacted
by any supply chain utilizing the Software for Commercial Purposes (e.g., violate
any applicable labor law, fail to uphold a Duty of Care towards any worker or
impacted person, fail to uphold a Licensee's own corporate-social responsibility
commitments), or
engage in any negligent conduct with respect to the environment directly impacted
by any supply chain utilizing the Software for Commercial Purposes (e.g., violate
any applicable environmental law, fail to conduct environmental impact assessments
of supply chain activities or otherwise fail to uphold a Duty of Care towards
the environment, fail to uphold Licensee's own environmental commitments),
Licensor and any Third-Party Beneficiary, and only Licensor and any Third-Party
Beneficiary, will have the right to terminate this Agreement for cause. This
shall not be interpreted to include acts committed by individuals outside the
scope of their employment. If the Agreement is terminated pursuant to this clause,
Licensor, and any Third-Party Beneficiary will each have an independent right
to seek appropriate remedies at law or equity.
Section 3. No Warranties; Liability Limitations.
(a) THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY,
WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR
IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
(b) To the extent possible, in no event will the Licensor be liable to Licensee
on any legal theory (including, without limitation, negligence) or otherwise
for any direct, special, indirect, incidental, consequential, punitive, exemplary,
or other losses, costs, expenses, or damages arising out of this Agreement or
use of the Software, even if the Licensor has been advised of the possibility
of such losses, costs, expenses, or damages. Where a limitation of liability
is not allowed in full or in part, this limitation may not apply to Licensee.
(c) Licensor and CAL make no representations or warranties regarding the Agreement,
including its legal enforceability. The Agreement is offered on an "AS IS" basis
and Licensor and Licensee agree to defend, indemnify, and hold CAL harmless
from any claims relating to the use of the Agreement.
(d) The disclaimer of warranties and limitation of liability provided above
shall be interpreted in a manner that, to the extent possible, most closely
approximates an absolute disclaimer and waiver of all liability.
Section 4. Term; Survival.
(a) Term and Termination. This Agreement applies for the term of the copyright
in the Software licensed hereunder. However, if Licensee fails to comply with
this Agreement, then all rights licensed hereunder terminate automatically.
(b) Survival. Sections 2, 3, 4, 5, 6, 7, and 8 shall survive termination of
this Agreement.
Section 5. Equitable Relief; Non-Exclusive Remedies. The parties agree that
irreparable damage would occur if any provision of Section 2 were not performed
in accordance with the terms hereof by Licensee and that the Licensor and any
Third-Party Beneficiary shall be entitled to equitable relief, including injunctive
relief or specific performance of the terms hereof, in addition to any other
remedy to which they are entitled at law or in equity.
Section 6. Third-Party Beneficiaries.
(a) Licensee acknowledges and agrees that the Conditions are intended to benefit
and protect not only Licensor but also any person directly impacted by any supply
chain utilizing the Software for Commercial Purposes by creating a Duty of Care
relating to the Conditions. Any individual who is injured or suffers damages,
including but not limited to workers, laborers, landowners, property owners,
those residing in proximity to supply chain activities, survivors of those killed
or disabled including but not limited to widows, widowers, children, and community
members, due to Licensee's breach of a Duty of Care arising through this Agreement
or due to negligent conduct proscribed in the Conditions, is an intended third-party
beneficiary of this Agreement ("Third-Party Beneficiary"), having the independent
right to seek enforcement of Sections 2, 4, 5, 6, 7, and 8 and any other available
remedy at law and equity.
(b) Except as expressly stated in this Agreement, there are no third-party beneficiaries
of this Agreement.
Section 7. Interpretation. For purposes of this Agreement, (a) the words "include,"
"includes," and "including" are deemed to be followed by the words "without
limitation"; (b) the word "or" is not exclusive; and (c) the words "herein,"
"hereof," "hereby," and "hereunder" refer to this Agreement as a whole. "Conditions"
is to be read as both condition and covenant, actionable under both contract
and copyright law to the extent permissible by law. Unless the context otherwise
requires, references herein to a statute, regulation, treaty, guideline, and
similar instruments means such statute, regulation, treaty, guideline, and similar
instrument as amended from time to time and includes any successor thereto and
any regulations promulgated thereunder. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against
the party drafting an instrument or causing any instrument to be drafted.
Section 8. Severability. To the extent possible, if any provision of this Agreement
is deemed unenforceable, it shall be automatically reformed to the minimum extent
necessary to make it enforceable; if the provision cannot be reformed, it shall
be severed from this Agreement without affecting the enforceability of the remaining
terms and conditions, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
Nothing in this Agreement constitutes or may be interpreted as a limitation
upon, or waiver of, any privileges and immunities that apply to the Licensor
or Licensee, including from the legal processes of any jurisdiction or authority
to the extent such privileges and immunities may not be waived under applicable
law.