Summary

If you wish to sell or distribute a product which contains ImageResizer plugins, this is the license you need.

Can	Cannot	Must
✓ Commercial Use	✗ Hold Liable	Include Copyright(s)
✓ Private Use	✗ Use Trademark	Include License(s)
✓ Use Patent Claims	✗ Resell usage (see SaaS license)	State Changes
✓ Place Warranty	✗ Publish software that both competes with pre-existing Imazen software and uses Imazen software internally.	Include Notice(s)
✓ Modify		Preserve upgradeability and expandability of the software
✓ Redistribute (as part of custom bespoke software)
✓ Redistribute in OEM/turnkey/packaged software as permitted by a Scope Agreement.
✓ Sublicense (if compatible with redistribution license terms)

Licensing and subscriptions

This license (or a later revision) is valid as long as your subscription remains active. You must use the latest revision of this license to access the latest releases of this Software. We don't revise licenses often.

ImageResizer OEM Subscription License

Version 1.0, April 2017
Copyright © 2017 Imazen LLC

Terms and Conditions for use, reproduction, and distribution

1. Definitions.

• "License" shall mean the terms and conditions for use, reproduction, and distribution as defined by this document and the attached Scope Agreement.

• "Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License (Imazen LLC).

• "Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

• "Purchaser" shall mean the individual or Legal Entity designated as the owner on the purchase reciept for the product being provided to You under this License.

• "Employee" shall mean an employee or independent contractor under the active employ of the Purchaser.

• "You" (or "Your") shall mean the Purchaser or an Employee of the Purchaser.

• "Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

• "Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

• "Work" (or "Licensor's Work", or "Licensed Work") shall mean the work of authorship, whether in Source or Object form, made available under the License to You.

• "Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

• "Software" shall mean the Licensor’s work or Derivative Works or both.

• "Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to the Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."

• "Contributor" shall mean the Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by the Licensor and subsequently incorporated within the Work.

• "Larger Project" shall mean any work, whether in Object or Source form, which includes the Licensor's Work or Derivative Works, and meets the additional criteria specified in the Scope Agreement.

• "Client" shall mean any third party who has purchased or funded development of the Larger Project.

• "Subscription Term" shall mean the time span for which the subscription is active. A subscription will be considered inactive if it maintains a past-due balance for more than 14 days.

• "Scope Agreement" shall define the context and products in which the Work (or a Derivative Work) may be redistributed.

2. Nature of License.

This license cannot be transferred, but permits limited sub-licening.

This license is NOT perpetual, but valid only during the Subscription Term.

This license is royalty-free.

You must use the latest revision of this license to access the latest releases of this Software.

This license can be revoked under any of the following conditions

1. If the terms of this License are violated.
2. If the Licensor determines that the intention of the license has been violated.
3. If the Licensor determines that the rights granted in this license have been exercised for harmful purposes.
4. If Your account balance with the Licensor remains past due for more than 14 days.

The Licensor is not required to contact you before revoking your license, nor is the Licensor obliged to provide a refund if your license is revoked.

If this license is revoked, any sublicenses that have been issued to Clients are also immediately revoked. The Purchaser is held responsible for the collective actions of their Employees and subsidiaries in regard to this license.

Examples of an abuse that may trigger a license revocation:

• Redistributing the Work except as permitted by this License.
• Redistributing modifications that are harmful to users, the community, or the Licensor

To be valid, this license must be accompanied by a Scope Agreement.

A Scope Agreement defines what the Licensed Work is.

A Scope Agreement may restrict which products or product types are permitted to include the Licensed Work.

3. Grant of Usage Rights.

You are granted the right to use the Work and any Derivative Works on an unlimited number of physical or virtual machines operated AND either owned, rented, or licensed by You or the Purchaser.

You are granted the right to use the Work and any Derivative Works on an unlimited number of hosting accounts or hosting services as long as those accounts and services are paid for by the Purchaser.

You may integrate and/or link to the Work from an unlimited number of projects.

With the following exclusions:

• Installation for use by other parties. For example, this DOES NOT grant a hosting provider the right to install the software for customer use unless that customer has purchased a license separately.
• It is prohibited to resell hosted usage of the software (Software as a Service). SaaS license terms are described in a separate agreement.

4. Grant of Modification and Redistribution Rights

You may modify the Work and prepare Derivative Works, subject to the following restrictions:

• You must cause any modified files to carry prominent notices stating that You changed the files.
• You must retain, in the Source form of any Derivative Works, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works.
• If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works and any copies of the Work must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear.

You may redistribute the Work and Derivative Works to a Client as part of a Larger Work, provided that You meet both the above conditions regarding modifications and the conditions which follow:

• The Work and Derivative Works (but not the Larger Project) shall be licensed to the Client under the terms of the Professional Client License, or a license which is compatible with those terms.

• Proof of the transaction between the Client and Purchaser must exist.

• The Larger Project MUST permit the Work to be upgraded to a new, backwards-compatible revision

• The Larger Project MUST preserve the original extensibility of the Work.

• The Client must purchase a separate license if the Client wishes to change the integration of the Work and the Larger Project, or to integrate the Work with another project.

• You must give any recipients of the Software a copy of the Professional Client license and a copy of the Apache License Version 2 (which applies to some portions of the Work). You must ensure that those terms are as accessible and prominent as other license files which may accompany the Larger Project.
• Some portions of the Work may depend upon third-party libraries, and these libraries may in turn require that their license be conveyed to all recipients. For details, consult the COPYRIGHT.txt file associated with each component of the Work which you intend to redistrube.

The restrictions contained within this license shall not prevent you from exercising rights granted by a different license. For example, you may choose to use Apache 2-licensed portions of the work under the terms of the Apache 2 license, and modify and redistribute those portions as permitted by the Apache 2 license agreement.

5. Suggestions for Redistribution of Derivative Works.

It is suggested that changes to the Work and Derivative Works be submitted to the Licensor for code review PRIOR to redistribution. Without code review, the Licensor cannot support modified versions of the Software. In addition, some changes may be acceptable for inclusion in the official version of the Work, reducing your maintenance costs.

It is suggested that a description of the changes made to the Work be included when the Derivative Work is redistributed.

6. Sale or publication of Unethical Derivative Works is prohibited.

An "Unethical Derivative Work" is software, in Object or Source form, which meets all three of the following conditions.

• (i) competes with any of the Licensor's software
• (ii) was released after the Licensor's software it competes with
• (iii) includes any portion of the Work.

Sale, public distribution, marketing, and publication of Unethical Derivative Works is prohibited. Development and use of Unethical Derivative Works within Your organization is not prohibited by this clause, but may be subject to other restrictions contained in this license agreement due to its inclusion and/or modification of the Work.

Examples of prohibited actions:

• Publishing, publicly distributing, marketing, or selling software which combines ImageResizer with disk caching functionality, and is marketed as an imaging library.

To clarify, if you are the “first to market”, you do not have to worry about retroactively being in violation of this clause.

To comply with this clause, prior to publishing your product, simply compare the purpose of your product to the purpose of each of the products offered on http://imageresizing.net/ and http://imazen.io. If the purpose or marketing of the products is similar, then you should contact [email protected] for written clarification and permission (provided free of charge, if applicable).

7. Grant of Patent License.

For the purposes of this section, "Infringed Claims" shall mean all patent claims licensable by the Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted.

Subject to the terms and conditions of this License, each Contributor hereby grants to You a worldwide, non-exclusive, no-charge, royalty-free, patent license during the Subscription Term to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to their Infringed Claims.

If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.

8. Submission of Contributions.

Unless You explicitly state otherwise, by submitting any Contribution to the Licensor for inclusion in the Work, you grant the Licensor a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sub-license, and distribute the Work and such Derivative Works in Source or Object form.

In addition, unless You explicitly state otherwise, any Contribution submitted for inclusion in the Work by You to the Licensor shall be implicitly released by You under the terms and conditions of the Imazen Contributor Agreement AND (if applicable) the Imazen Software Grant and Corporate Contributor License Agreement, without any additional terms or conditions.

Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with the Licensor regarding such Contributions.

9. Marketing.

By purchasing a license, you automatically opt-in to receiving notices of important version releases, announcements, and security notices. You may opt out of these at any time using the unsubscribe link included in each e-mail.

We also reserve the right to list you as a client or user of the software, and use your logo for promotional purposes, unless you explicitly opt-out via an e-mail to [email protected].

10. Trademarks.

This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.

11. Disclaimer of Warranty.

Unless required by applicable law or agreed to in writing, the Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.

12. Limitation of Liability.

In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

13. Accepting Warranty or Additional Liability.

While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.