MAGNOLIA LICENSE AGREEMENT 

 Nr: ________ 


between

Magnolia International Ltd. 

Oslo-Strasse 2 

4142 M�nchenstein

Switzerland

("Magnolia")

MWSt./VAT: CHE-107.607.534 

 

Tel: +41 61 2289000 

Fax:+41 61 2289001

and


Client

("Licensee")





Preamble

Whereas, Magnolia develops and produces Magnolia CMS Enterprise Edition and related 

Magnolia Software products and provides services.

Whereas, Licensee wishes to license Magnolia CMS Enterprise Edition for a limited 

period of time under the terms and conditions of this Agreement.

Now, therefore, Parties agree as follows:

A.	 KEY TERMS AND KEY DEFINITIONS

Parties agree on the following Key Terms and Key Definitions of this Agreement which 

are used and specified under "B. Terms and Conditions" and/or in the SLA (the "Key 

Terms and Key Definitions").


i. Term of this Agreement: 

Effective Date:

1.6.2012

Initial Term:

36 months





ii. License & Service Package


 

Position


CHF/EUR/USD 

each

CHF/EUR/USD 

total 

Magnolia CMS Enterprise Edition Standard 

(EES) annual license fee per server

Magnolia CMS Enterprise Edition Pro (EEP) 

annual license fee per server

Hot Standby Server: Magnolia CMS 

Enterprise Edition Standard (EES) annual 

license fee per server

Hot Standby Server: Magnolia CMS 

Enterprise Edition Pro (EEP) annual license 

fee per server

SLA-0 base support  

included in server license fee 

SLA-1 support extension for EEP 

annual fee, covers 4 server licenses

SLA-2 support extension for EEP  

annual fee, covers 4 server licenses

SLA-3 support extension for EEP 
annual 

fee, covers 4 server licenses


1

 

1

...

 

...

...

 

...

Total: Annual Payment 



...

Note: VAT is not included. For Swiss clients VAT will be added




iii. Accounting and Contact Details:

Magnolia Bank 

Account: 

...


License Point of 

Contact (L-PoC):


Name: 	



Email: 	



Phone: 	


Billing Point of 

Contact (B-PoC):


Name: 	



Email: 	



Phone: 	



iv. Amendments of the Terms and Conditions: 

Parties agree to amend the provisions set out under "B. Terms and Conditions" as 

follows:



[Alternative wording if partner licenses software for end user

1.1.	Licensee enters into this Agreement solely to sublicense the use of the Licensed 

Software to [exact entity of customer using Magnolia and potential affiliates, if 

any] (the "End User").

1.2.	Licensee is entitled to sublicense the use of the Licensed Software to the End 

User(s) under the terms and conditions of this Agreement, provided that 

Licensee accepts the terms and conditions in sections 3, 4, 5, 6, 7, 14, 15 and 

16 of this Agreement on behalf of the End User(s) and such use does not result 

in an increase of the number of licenses and/or eligible servers. 

1.3.	Licensee is responsible for ensuring that End User(s) agree(s) to abide by and 

fully comply/complies with the terms and conditions of this Agreement and 

Licensee remains fully liable for any acts or omissions by End User(s) with 

regard to this Agreement.]



B. TERMS AND CONDITIONS 

2.	Definitions 

Unless otherwise specifically provided in this Agreement, the following terms shall have 

the following meanings:	

2.1.	"Affiliate" means any legal entity or person which directly or indirectly exercises 

control over another legal entity or person, or is under control by a legal entity 

or person, or is under common control by the same legal entity or person.

2.2.	"Agreement" means this Magnolia License Agreement comprising "A. Key Terms 

and Key Definitions", "B. Terms and Conditions", the applicable Service Level 

Agreement(s), the description of the Certified Stack and the Documentation 

which are both available on Magnolia's official internet platform 

http://www.magnolia-cms.com, and, as the case may be, any other annexes.  

2.3.	"Application Server" means a program that handles all application operations 

between users and an organization's backend business applications or 

databases.

2.4.	"Best Efforts" means efforts which may be reasonably expected by Licensee in 

accordance with software industry standards.

2.5.	"Business Day" means any day other than Saturday or Sunday on which banks 

are open for Business in M�nchentein, Switzerland.

2.6.	"Certified Stack" means a specific configuration of IT-components defined and 

described by Magnolia that are working with Licensed Software and the 

Jackrabbit repository. Such configurations will be identified by Magnolia upon 

request of Licensee. Furthermore, Magnolia may announce such Certified Stacks 

on its official internet platform http://www.magnolia-cms.com/. During this 

Agreement, Magnolia may change the composition of the Certified Stack (e.g. 

updated versions or change of software), provided that such change is necessary 

as a result of a third party provider's cessation of its support for a component of 

the Certified Stack. Reference within this Agreement shall always be to the most 

up to date update or change of the Certified Stack.

2.7.	"Cold Standby Server" means a fall back server which is exclusively used for 

securing availability and disaster recovery purposes and which takes over 

production only upon manual activation if one or more Production Servers 

running Licensed Software fail. 

2.8.	"Confidential Information" is defined in clause 15.1.

2.9.	"Contractual Support Services" are Services rendered by Magnolia and included 

in the License & Service Package (i.e. covered by the applicable SLA).

2.10.	"Contractual Support Services Fee" means the yearly fee for Contractual Support 

Services in accordance with the applicable Service Level.

2.11.	"Disclosing Party" is the Party disclosing the Confidential Information to the 

Recipient Party.

2.12.	"Documentation" means the content provided on 

http://documentation.magnolia-cms.com, as amended by Magnolia from time to 

time. Notwithstanding the aforesaid, Magnolia shall not amend the 

Documentation in a way which materially reduces the functionality and/or the 

features of the Licensed Software, to the detriment of Licensee. Reference within 

this Agreement shall always be to the most up to date update or change of the 

Documentation.

2.13.	"Due Date" is defined in clause 9.1.

2.14.	"Effective Date" means the date when this Agreement comes into force which 

shall be the date on which it is signed by both Parties, unless the Parties have 

agreed on a particular Effective Date in the Key Terms and Key Definitions.

2.15.	 "Force Majeure" is defined in clause 13.1.

2.16.	"Hot Standby Server means a fall back server which automatically replaces a 

failed server if one or more servers in the Production Environment running 

Licensed Software fail.

2.17.	Initial Term means the term as specified in the Key Terms and Key Definitions. 

If Parties did not specify the Initial Term it shall be three (3) years. 

2.18.	"IP Claim" is defined in clause 12.1.

2.19.	"IP Rights" is defined in clause 14.1. 

2.20.	"License Fee" means the yearly fee as specified in the License & Service Package 

according to the Key Terms and Key Definitions.

2.21.	"License Key" is a string of characters enabling the usage of a Magnolia CMS 

Enterprise Edition.

2.22.	 "Licensed Servers" are a specific number of servers on which Licensed Software 

may be installed and run as specified in the License & Service Package according 

to the Key Terms and Key Definitions.

2.23.	"Licensed Software" means the software listed in the License & Service Package 

according to the Key Terms and Key Definitions.

2.24.	"Limited Warranty" is defined in clause 10.1.

2.25.	"Magnolia CMS Community Edition" means a specific version of the Licensed 

Software with limited features and usage restrictions provided by Magnolia 

under a current version of a GNU General Public License free of charge.

2.26.	"Magnolia CMS Enterprise Edition" means a commercial content management 

system provided by Magnolia under the Magnolia License Agreement (MLA) 

including Magnolia CMS Enterprise Edition Standard and Magnolia CMS 

Enterprise Edition Pro.

2.27.	"Magnolia IPR" is defined in clause 14.1.

2.28.	"Magnolia Software" means any software developed by Magnolia, including but 

not limited to Magnolia CMS Enterprise Edition Standard, Magnolia CMS 

Enterprise Edition Pro and Magnolia CMS Community Edition.

2.29.	"Modified Versions" are defined in clause 4.7.

2.30.	"Non-Production Server" means a server which is not connected to any 

production environment and cannot be used to process data or content from 

production instances (e.g. developer or test computers/servers).

2.31.	"Operating System" means a single instance of Windows, Mac OS or Linux/Unix 

system running on a physical, virtual or cloud-based infrastructure. 

2.32.	"Party" or "Parties" means either Magnolia and/or Licensee. 

2.33.	"Pre-release Version" means Magnolia Software which is not (yet) officially 

released, is not tested and is available through Licensee's S-POC. Pre-release 

Versions may contain bugs and cause errors. Licensee may use Pre-release 

Versions under the terms and conditions for Licensed Software but is under no 

obligation to do so. Magnolia shall not be liable for any errors or damages 

resulting from such Pre-release Version. Pre-release Versions are identified 

under www.magnolia-cms.com, documentation.magnolia-cms.com and/or 

marketplace.magnolia-cms.com.

2.34.	"Product Support" means standardized support only covering functional issues 

with the installed and operated Licensed Software (i.e. malfunction of the 

licensed software) running on an updated Certified Stack, to the exclusion of 

issues particularly related to a specific project of Licensee.

2.35.	"Production Server" is a server processing production data and therefore running 

production instances of Licensed Software.

2.36.	"Recipient Party" is defined in clause 15.1.

2.37.	"Renewal Period" is defined in clause 18.1.

2.38.	"Report" is defined in clause 17.1.

2.39.	"Repository Support" means customer advice aiming to bring a corrupted 

repository back to a consistent state (e.g. data rescue because of a lack of 

proper back up or other repository malfunctions etc.). Repository Support is 

provided on a Best Efforts basis. 

2.40.	 "Resolution Time" means the time period starting with Licensee's Support 

Request and ending with the remedy of the Support Case.

2.41.	"Response Time" is defined in clause 7.3(e).

2.42.	"Second Level Domains": Below the Top Level Domains in the domain name 

hierarchy are the Second Level Domains. These are the names directly to the 

left of .com, .net, or other Top Level Domains. As an example, in the domain 

magnolia-cms.com "magnolia-cms" is the Second Level Domain.

2.43.	 "Service Level" means the scope of standardized support services according to 

the applicable Service Level Agreement (the "SLA", as attached to this 

agreement). Magnolia offers four Service Levels, SLA-0 through SLA-3. SLA-1 

through SLA-3 are only available in combination with a Magnolia CMS Enterprise 

Edition Pro license.

2.44.	"Service Hours" is the period of time as described in the applicable Service Level 

during which Contractual Support Services are performed by Magnolia.

2.45.	"S-PoC" is defined in clause18.1.

2.46.	"Subsidiary" means any legal entity or person which directly or indirectly is 

under control by a legal entity or person.

2.47.	 "Support Case" means the content of Licensee's request for Support Service. 

2.48.	"Support Request" is defined in clause 7.3(c).

2.49.	"Term" means the Initial Term together with any Fixed Period that is entered 

into.

2.50.	 "Top Level Domain" means the domain at the highest level in the hierarchical 

Domain Name System of the Internet. For all domains in lower levels, it is the 

last part of the domain name, that is, the last label of a fully qualified domain 

name. For example, in the domain name www.magnolia-cms.com, the Top Level 

Domain is ".com" (or ".COM", as domain names are not case-sensitive). "Trial 

Version" means a Magnolia Enterprise Edition Standard or Pro test or demo 

version.

3.	Purpose and Structure of this Agreement

3.1.	This Agreement governs the installation and the use of the Licensed Software 

and the Contractual Support Services.

3.2.	The provisions under "B. Terms and Conditions" shall apply, unless Parties agree 

otherwise in section iv of the Key Terms and Key Definitions.

4.	Grant of the License 

4.1.	Subject to the terms and conditions of this Agreement, Magnolia grants to 

Licensee a worldwide, non-exclusive, temporary, non-transferable, non-

assignable, non-sub licensable license to install and use the Licensed Software 

and the Documentation for Licensee's direct beneficial business purposes only and 

to make a reasonable number of copies of the Licensed Software and 

Documentation for archival purposes and as otherwise reasonably necessary to 

exercise Licensee's rights hereunder, provided that all copyright and restricted 

right notices contained thereon are reproduced in such copies made by Licensee.

4.2.	Licensee is entitled to sublicense the use of the Licensed Software to a third-

party contractor to operate it solely on behalf of Licensee under the terms and 

conditions of this Agreement, provided that (a) Licensee beforehand informs 

Magnolia in written form (email notification of the L-POC is sufficient), (b) 

Licensee is responsible for ensuring that any such contractor agrees to abide by 

and fully complies with the terms and conditions under sections 3, 4, 5, 6, 7, 14, 

15, 17 and 19 of this Agreement, (c) such use does not result in an increase of 

the number of licenses and/or eligible servers, (d) such use is only for Licensee's 

direct beneficial business purposes, and (e) Licensee remains fully liable for any 

acts or omissions by the contractor with regard to this Agreement.

4.3.	If Subsidiaries and/or Affiliates are included in the License & Service Package 

according to the Key Terms and Key Definitions, then Licensee is entitled to 

sublicense the use of the Licensed Software to its Subsidiaries and/or Affiliates, 

as applicable, under the terms and conditions of this Agreement, provided that 

(a) Licensee beforehand informs Magnolia in written form (email is sufficient), 

(b) Licensee accepts the terms and conditions in sections 3, 4, 5, 6, 7, 14, 15 

and 16 of this Agreement on behalf of its Subsidiaries and/ or Affiliates and is 

responsible for ensuring that any such Subsidiary and/or Affiliate agrees to 

abide by and fully complies with these terms and conditions, (c) such use does 

not result in an increase of the number of licenses and/or eligible servers and 

(d) Licensee remains fully liable for any acts or omissions by Subsidiaries and/or 

Affiliates with regard to this Agreement.

4.4.	License includes all updates or upgrades of the Licensed Software which are 

released during the term of this Agreement. Notwithstanding the foregoing, 

Magnolia shall have no obligation to elaborate or release any updates or 

upgrades of the Licensed Software.

4.5.	The Licensed Software may contain third-party software and/or may be 

distributed together with third-party software that may be subject to other 

terms and conditions. Such third-party software and the applicable licenses are 

described at www.magnolia-cms.com/thirdparty and in a file in the root of the 

distribution file structure of the Licensed Software named "NOTICES.TXT". 

5.	Scope of the License 

5.1.	Unless otherwise provided in this Agreement, the usage of the Licensed Software 

on Production Servers is strictly limited to Licensed Servers. Each Licensed 

Server shall meet the following requirements: 

a)	runs on a physical server or virtual machine or cloud based service (each a 

"virtual server");

b)	each virtual or physical server is assigned to not more than eight cores (or 

vCPUs in case of Amazon EC2);

c)	each virtual or physical server can have up to two Application Servers (i.e. 

Web Containers)

d)	each Application Server can have one Magnolia instance.

5.2.	Multi-Site: If Licensee, under this Agreement, is entitled to Magnolia CMS 

Enterprise Edition Pro, Licensed Software may be used for an unlimited number 

of Top Level and Second Level Domains. Magnolia CMS Enterprise Edition 

Standard may only be used for one Top Level and one Second Level Domain. 

Further Second Level Domains referring to the identical web site via redirect or 

alternate server name alias are not considered as an additional Second Level 

Domain.

5.3.	Non-Production Servers: In addition to the Licensed Servers, Licensee is entitled 

to install and use the Licensed Software on unlimited Non-Production Servers 

provided that the Non-Production Servers are not connected to any production 

environment and cannot be used to process data or content from production 

instances. Only the processing of data or content from production to non-

production instances and between non-production instances is allowed. 

5.4.	Cold Standby Server: Licensee is entitled to use Licensed Software on unlimited Cold 

Standby Servers provided that the Cold Standby Servers are "manually" routed 

and started to take over production when one or more Production Servers fail. 

5.5.	Hot Standby Server: Unless otherwise agreed upon in this Agreement, Hot 

Standby Servers are deemed to be Production Servers. An availability or disaster 

recovery server is considered to be a Hot Standby Server either (i) if 

permanently turned on with access to data or content on Production Servers 

(subscriber and/or shared repository), or (ii) if turned on periodically to receive 

backup data or content from Production Servers while ready to immediately and 

automatically switch to production mode, or (iii) if registered as subscriber in a 

Magnolia CMS author instance, or (iv) if it has immediate access to the data or 

content on Production Servers when turned on (e.g. SAN based or near-line 

backup). If, according to the Key Terms and Key Definitions, Licensee is 

specifically entitled to the usage of Licensed Software on (a) Hot Standby 

Server(s), such Hot Standby Server(s) may be productive at most during twenty 

five (25) percent of the term of a year.

5.6.	Licensee shall maintain accurate records necessary to verify the number and 

usage of Licensed Servers and of the produced copies of Licensed Software. 

Upon Magnolia's written request Licensee shall provide such records as part of 

the Report in accordance with clause 17.1.

5.7.	Subject to the terms and conditions of this Agreement, Licensee may modify the 

source code of the Licensed Software. Unless otherwise stipulated in this 

Agreement, such modified versions (the "Modified Versions") are treated like the 

Licensed Software and are subject to the same terms and conditions applying to 

the Licensed Software.

5.8.	Licensee shall not independently program, use or sell software having the same 

features as the Licensed Software or portions thereof and handling the same 

problems and tasks on the basis of the concept of the Licensed Software or 

portions thereof, or re-implement the Licensed Software or portions thereof.

6.	Additional License Restrictions 

6.1.	Licensee shall not use the Licensed Software in connection with any other 

Magnolia Software not duly licensed. Furthermore, during this Agreement, 

Licensee shall not use Magnolia CMS Community Edition or a Trial Version for 

any purposes other than non-commercial research. Licensee shall not transfer 

data between Licensed Software and (i) any other Magnolia Software not duly 

licensed, (ii) a Magnolia CMS Community Edition or (iii) Trial Version. 

6.2.	Licensee shall not remove or alter any copyright, trademark or proprietary 

notice contained in the Licensed Software and the Documentation.

6.3.	Licensee shall not use the Licensed Software on behalf of, or for the benefit of, 

third parties, allow any third party to use the Licensed Software (except as 

defined in 3.2), rent, lease, lend, sublicense, grant rights in, assign or transfer 

the Licensed Software, or provide use of the Licensed Software in a computer 

service business or third-party outsourcing facility, irrespective of whether such 

usage is based on the original or any Modified Version of the Licensed Software.

6.4.	Licensee shall not use the Licensed Software, or perform or allow the transfer, 

export or re-export of the Licensed Software in violation of any applicable export 

control laws or regulations administered by any governmental authority.

6.5.	The Licensed Software is not designed, manufactured or intended for the use as 

online control equipment in hazardous environments requiring redundant failsafe 

performance, in particular in respect of, but not limited to, the operation of 

aircraft navigation or communication systems, air traffic control, of direct life 

supporting machines, of weapon systems, of nuclear, chemical or biological 

manufacturing facilities, or of any other production site in which a failure of the 

Licensed Software could lead directly or indirectly to death, personal injury or 

severe physical or environmental damage. Therefore such use of the Licensed 

Software is expressly excluded. If Licensee could not definitively rule out that 

the intended use might be prohibited according to this clause, a written 

confirmation by Magnolia, expressly confirming the harmlessness of the Licensed 

Software's usage, shall be requested.

7.	Delivery of the Licensed Software

7.1.	The Licensed Software may be delivered by electronic transmission (e.g. email). 

Magnolia may also ask Licensee to download the Licensed Software from 

Magnolia's official internet platform. In this event the disclosure of the download 

link is deemed as delivery of the Licensed Software. On the Effective Date, 

Magnolia will deliver the temporary License Key to Licensee. The effective 

License Key, valid from the beginning of each (1) one-year period of this 

Agreement until the end of such period, will be delivered upon full payment of 

License and Contractual Support Services Fee. 

8.	Contractual Support Services

8.1.	Magnolia provides, on a Best Efforts basis, Contractual Support Services, under 

the terms and conditions of this Agreement and in particular according to the 

Service Level agreed upon, to Licensee and/or an approved third party in 

accordance with clause 3.2 above.

8.2.	Contractual Support Services are strictly limited to Licensed Software excluding 

Modified Versions, Pre-release Versions, Magnolia CMS Community Editions or 

Trial Versions. Magnolia supports each release (major or minor) of Licensed 

Software for a limited period of twenty four (24) months starting at the release 

date of the following "stable" release. Nevertheless, Magnolia intends to render 

Contractual Support Services for outdated versions, under reservation of the 

right to suspend the Support Case at its sole discretion anytime.

8.3.	Irrespective of the applicable Service Level, Contractual Support Services shall 

be only provided under the following conditions:

a)	Contractual Support Services are provided online only, unless otherwise 

explicitly specified by the applicable Service Level. 

b)	Contractual Support Services are provided during Service Hours only.

c)	Support Cases may be only submitted by Licensee's S-PoC(s) in English 

only and in electronic form (the "Support Request").

d)	Upon analysis of the received Support Request Magnolia will notify 

Licensee whether the request is covered by the applicable SLA. In the 

event the Support Request is not covered, Magnolia may refuse to provide 

Contractual Support Services.

e)	Magnolia will react within a defined period of time starting with Licensee's 

Support Request (the "Response Time") as specified in the applicable SLA. 

f)	Contractual Support Services will be only provided with regard to Licensed 

Software running on an updated Certified Stack and in English only. 

g)	No specific Resolution Time is guaranteed. 

h)	Each Support Request shall comprise the following: (i) detailed description 

of the system configuration; (ii) detailed description of the different 

operational steps that have been performed raising the Support Case; (iii) 

detailed description of the operation(s) that has/have not been performed 

properly by the Licensed Software; (iv) detailed description of such 

operation's factual result; (v) description of the result expected by the 

Licensee.

i)	Magnolia will reproduce the Support Case with in-house default installation 

using its own version of the Licensed Software running on an updated 

Certified Stack. Contractual Support Services will be only provided if 

Magnolia was able to reproduce the Support Case with such in-house 

installation. 

j)	Bug-fixes are only provided via the code repository, via a binary package, 

or in form of a code patch.

k)	Magnolia may delegate the execution of Contractual Support Services to 

Affiliates and/or third parties.

l)	Magnolia reserves the right, at its sole discretion, to change the procedure 

for the reporting of Support Cases. Magnolia will inform Licensee 

accordingly.

9.	License and Contractual Support Services Fee

9.1.	Licensee shall pay the yearly License Fee and Contractual Support Services Fee.

9.2.	Licensee hereby agrees to pay an additional fee for any use of the Licensed 

Software beyond the scope granted under this Agreement (i.e. installation on 

more Production Servers than licensed) or any use of a Magnolia CMS 

Community Edition and/or Trial Version which is prohibited under clause 5.1. For 

the calculation of the additional license fee relating to a forbidden use of a 

Magnolia Community Edition and/or Trial Version, these versions shall be 

deemed as Magnolia CMS Enterprise Editions. Magnolia is entitled to invoice 

such additional fee according to the License Fees applicable at that time. 

10.	Payment Terms

10.1.	The License and Contractual Support Services Fee will be invoiced on a yearly 

basis at the beginning of each (1) one-year period of this Agreement. It shall be 

due 30 days after the receipt of the invoice by Licensee (the "Due Date"). 

Licensee may not set potential claims off against the invoiced fees. On expiry of 

the Due Date Licensee will be automatically in default (without any formal 

reminder). Interest on payment in arrear shall amount to 5% per year.

10.2.	Any fee specified in this Agreement or in any promotional document, in 

particular any description on Magnolia's official internet platform, does not 

include any tax (e.g. value-added tax), custom duties or similar taxes and 

charges that may be assessed directly or indirectly by governmental authorities 

of any jurisdiction with regard to the granted license and/or the provision of 

services.

11.	Warranty for Licensed Software and Services

11.1.	Magnolia warrants to Licensee that the Licensed Software will perform 

substantially as described in the Documentation if used in connection with an 

updated Certified Stack (the "Limited Warranty") and in accordance with the 

provisions of this Agreement. Insignificant variations from the Documentation 

are excluded from this warranty. In particular, Magnolia does not warrant that 

the performance of Licensed Software will be uninterrupted or error-free. 

Magnolia further does not warrant that the Licensed Software can be used for a 

particular purpose. Modified Versions of Licensed Software and Pre-release 

Versions are excluded from this Limited Warranty. Magnolia warrants to Licensee 

that any service provided under this Agreement will be performed in a 

workmanlike and professional manner consistent with normal industry practices. 

Subject to the aforementioned representations and warranties, Magnolia 

disclaims any and all other warranties or representations to the fullest extent 

permitted by law.

11.2.	In the event the Licensed Software does not perform in accordance with the 

Limited Warranty or a service was not rendered in accordance with clause 10.1, 

subject to compulsory law, Licensee's sole and exclusive right and remedy shall 

be to demand repair and replacement of the Licensed Software by Magnolia or 

claim re-performance of the respective service. In particular, Licensee is not 

entitled to refuse acceptance of delivery, withdraw from or terminate the 

Agreement, reduce the License Fee or, subject to compulsory law, claim 

damages. Licensee must report a defect of the Licensed Software or a deficiency 

of the performed services to Magnolia in accordance with the provisions of 

section 7 (Contractual Support Services) and without undue delay after Licensee 

has taken notice or could have taken notice of the defect. If Magnolia should 

permanently fail to remedy a defect, the Parties shall be entitled to terminate 

the Agreement with immediate effect. In the event of such termination, Licensee 

shall receive a refund of the yearly License and Contractual Support Services 

Fees already paid by Licensee for the then remaining Initial Term or Fixed Period 

(as applicable).

11.3.	Under no circumstances, Magnolia shall be obliged to remedy a defect, if (i) the 

defect has not been reported in accordance with clause 10.2, (ii) Licensee 

modified the Licensed Software, but solely to the extent the defect results from 

Licensee's modifications, (iii) the defect is a result from the use of a Pre-release 

Version, or (iv) Magnolia could not reproduce the defect using a standard 

version of Licensed Software operated in connection with an updated Certified 

Stack.

12.	Liability

12.1.	Subject to willful intent, gross negligence and compulsory law and unless 

expressly otherwise stipulated in this Agreement, Magnolia shall have no liability 

for any direct or indirect damages in connection with this agreement, including 

any loss of use, interruption of business, lost profits, or any indirect, special, 

incidental, or consequential damages of any kind regardless of the form of action 

whether in contract, tort (including negligence), strict products liability, or 

otherwise, even if licensee has been advised of the possibility of such damages.

13.	Intellectual Property Indemnity

13.1.	During the term of this Agreement, Magnolia shall defend any third party claim 

against Licensee subject to the notice provisions in this section to the extent 

such claim alleges that the use of the Licensed Software directly infringes upon 

any IP Right of a third party within the territory of the European Union, EFTA 

member state countries or Switzerland (the "IP Claim"). Magnolia shall pay 

Licensee the damages, costs, and expenses (including reasonable legal fees) 

finally awarded by a court of competent jurisdiction against Licensee, or agreed 

to in a written settlement agreement signed by Magnolia, directly attributable to 

the IP Claim and not exceeding the amount of the License Fee in total. 

13.2.	Following notice of an IP Claim or any facts which may give rise to an IP Claim, 

Magnolia may, at its sole discretion, (a) procure for Licensee a license to 

continue using the Licensed Software, (b) replace the Licensed Software by 

another similar software and forbid Licensee to further use the Licensed 

Software, (c) modify the Licensed Software and forbid Licensee to further use 

the older version of the Licensed Software, (d) terminate this Agreement and 

proportionally refund the License and Contractual Support Services Fees for the 

upcoming period already paid by Licensee. 

13.3.	The indemnification obligations set forth in this section shall only apply if (a) 

Licensee notifies Magnolia of an IP Claim in writing promptly upon learning of or 

receiving it but not later than 7 days upon knowledge, (b) Licensee provides 

Magnolia with reasonable assistance requested by Magnolia, at Magnolia's 

expense, for the defense and settlement of the IP Claim, (c) Licensee provides 

Magnolia with the exclusive right to control and the authority to settle any IP 

Claim, including, without limitation, conducting the lawsuit in its own name or 

on behalf of Licensee, conducting all procedural acts, and/or giving instructions 

to Licensee, provided, however, that Licensee shall have the right to participate 

in the matter at its own expense, and (d) Licensee does not admit fault or 

liability of Magnolia or of itself. 

13.4.	Magnolia shall have no obligation to indemnify, and Licensee shall indemnify 

Magnolia for any damages relating to an IP Claim if such IP Claim is caused by, 

or results from (a) Licensee's combination or use of the Licensed Software with 

other software or services, products or data, if such claim or action would have 

been avoided by an omission of the combination or an exclusive use of the 

Licensed Software, (b) modifications of the Licensed Software by anyone other 

than Magnolia if such claim or action would have been avoided by use of the 

unmodified Licensed Software, (c) Licensee's continued infringing activity after 

being notified by Magnolia thereof or after being provided with an adapted 

version of the Licensed Software that would have avoided the alleged 

infringement, (d) Licensee's use of the Licensed Software not in accordance with 

the provisions of this Agreement, (e) Magnolia's modification of the Licensed 

Software in compliance with Licensee's specifications, (f) use of Licensed 

Software outside of the Territory of the European Union, EFTA member state 

countries or Switzerland, or (g) use of other than Magnolia's most current 

release of the Licensed Software, if the claim or action would have been avoided 

by use of the most current release, provided Licensee had been given an 

opportunity to use such most current release for no additional license fee.

13.5.	The indemnification rights and obligations according to this section are 

Magnolia's sole and exclusive obligations, and the Licensee's sole and exclusive 

remedies, with respect to an IP Claim. 

14.	Force Majeure

14.1.	Neither Party shall be liable to the other Party for any default, to the extent the 

default is wholly or materially caused, whether directly or indirectly, by 

circumstances beyond its reasonable control, such as fire, flood, other natural 

disasters, general strike, governmental action, embargos or communication line 

failures (the "Force Majeure"), provided the affected Party notifies the other 

Party in writing of the Force Majeure event within a reasonable time after its 

occurrence. 

14.2.	In the event the affected Party's delay or non-performance as a result of Force 

Majeure continues for a period of more than sixty (60) days, either Party shall 

have the right to terminate this Agreement with immediate effect. 

15.	Intellectual Property Rights

15.1.	Any and all intellectual property rights (the "IP Rights"), such as copyrights, 

design rights, trade marks, patents and rights to domain names or know-how in 

or relating to the Licensed Software or any other products, trade names or 

denominations of or relating to Magnolia (the "Magnolia IPR") are exclusively 

owned by Magnolia. Licensee shall not acquire any IP Right in the Licensed 

Software or any other Magnolia IPR.

15.2.	Licensee shall not request the registration of any IP Rights identical, similar 

and/or harmful to Magnolia IPR, nor support or entrust any third party with such 

registration. If any such application for registration is or has been filed by or 

with the support of Licensee, Licensee shall, at Magnolia's request, abandon all 

use of such source codes, denominations, symbols, brochures or designs and 

abandon any registration or application for registration thereof or transfer the 

registered rights to Magnolia without any compensation. In addition, Licensee 

shall reimburse Magnolia for all reasonable cost and expenses arising from any 

opposition or legal proceeding relating to Licensee's registration or attempt for 

registration, including reasonable attorney's fees, spent by Magnolia or its 

authorized representatives.

15.3.	Magnolia will retain all rights in and to any copy, modification, enhancement, 

improvement, development, adaptation of, or derivative work from the Licensed 

Software, and any other work created by Magnolia under or in connection with 

this Agreement. Licensee hereby irrevocably assigns to Magnolia all rights in and 

title to any IP Rights relating to Modified Versions (cf. above clause 4.7). 

Magnolia hereby agrees to grant a license to Licensee to use such Modified 

Versions for the duration and subject to the terms and conditions of this 

Agreement. As an exception, all rights and title relating to independently 

running software modules that were exclusively developed by Licensee and/or a 

third party are excluded from this provision and therefore belong to Licensee 

and/or such third party. To the extent certain jurisdictions do not provide for the 

assignability of the rights relating to Modified Versions or IP Rights, Licensee 

hereby grants to Magnolia a worldwide, irrevocable, exclusive, transferable and 

sublicensable, royalty-free, unlimited and unrestricted license to use, modify, 

develop and exploit such Modified Versions, IP Rights and related rights. 

Notwithstanding the aforesaid, Licensee shall be entitled to use such Modified 

Versions for the duration and subject to the terms and conditions of this 

Agreement.

16.	Confidentiality

16.1.	The Parties expressly agree that the content of this Agreement, the source code 

of the Licensed Software and any further data and know-how, of which a Party 

becomes aware during the performance of this Agreement (the "Recipient 

Party"), directly, indirectly, in writing, orally, electronically or by any other 

means, are strictly confidential and/or proprietary in nature (the "Confidential 

Information"), unless the respective information (i) is in the public domain or is 

legitimately received from a third party at the time of disclosure; (ii) becomes 

generally available to the public, other than as a result of disclosure in violation 

of the terms of this Agreement or a disclosure by the Disclosing Party, triggered 

by a breach of this confidentiality obligation by the Recipient Party; (iii) is 

rightfully obtained by the Recipient Party through authorized disclosure by a 

third party; or (iv) was already in the Recipient Party's legitimate possession, 

without an obligation of confidentiality, prior to receipt from the Disclosing Party 

as evidenced by the records of the Recipient Party prior to disclosure.

16.2.	Parties hereby undertake to

a)	keep strictly confidential any Confidential Information and not to disclose 

it to third parties, (i) except to representatives who need to know such 

information for purposes in accordance with this Agreement, and who are 

bound by confidentiality obligations as restrictive as the ones stipulated 

herein, and (ii) unless a disclosure is requested by mandatory rules of law, 

provided that all possible measures to limit the disclosure and to 

safeguard confidential treatment are taken;

b)	use Confidential Information only in accordance with the terms and 

conditions of this Agreement; 

c)	use all reasonable care to protect the Disclosing Party's Confidential 

Information and to prevent any dissemination of such information to the 

same extent that it protects its own confidential Information, which in no 

event will be less than the safeguards a reasonably prudent business 

person would exercise in similar circumstances;

d)	immediately notify the disclosing Party, if it becomes or ought to be aware 

of any unauthorized use or disclosure of the Confidential Information.

16.3.	Upon written request of the Disclosing Party, unless use or knowledge of 

Confidential Information is reasonably necessary for the performance of this 

Agreement, or in the event of termination of this Agreement, the Recipient Party 

shall promptly destroy or, if expressly requested to do so by the Disclosing 

Party, return all written, electronically or otherwise stored documents, files and 

copies thereof containing Confidential Information, including memoranda, notes 

and other writings whatsoever prepared by the Recipient Party and based on or 

reflecting Confidential Information. Upon request of the Disclosing Party, 

Recipient Party shall confirm the deletion according to this clause in writing. 

Notwithstanding the foregoing, the Recipient Party may keep Confidential 

Information if requested by mandatory rules of law (e.g. accounting 

requirements).

16.4.	For clarity, a Party may disclose Confidential Information to an Affiliate or third 

parties, provided that such disclosure is for the purpose of performing its 

obligations under this agreement and that the Affiliate or third party is bound by 

the obligations of this section 15.

16.5.	These obligations stipulated in this section 15 shall survive the termination of 

this Agreement for as long as such information remains proprietary or 

confidential.

17.	Compliance

17.1.	Within 30 business days from Magnolia's request made not more than once 

every twelve (12) months, Licensee shall provide to Magnolia a compliance 

report ("Report") that includes information reasonably requested by Magnolia 

concerning Licensor's use of the Licensed Software. The Report must be signed 

by Licensee's authorized signatories. If (i) Magnolia does not receive such signed 

Report within thirty (30) business days, or (ii) Magnolia has reasonable 

suspicion that the Report is inaccurate or incorrect and that Licensee is not in 

compliance with the terms of this Agreement, Magnolia shall have the right, on 

at least ten (10) days' prior written notice and not more than once every 12 

months, to conduct a software audit during Licensee's normal business hours to 

verify Licensee's use of the Licensed Software, compliance with the terms of this 

Agreement and payments made to Magnolia hereunder. Licensee shall promptly 

remit to Magnolia any shortfall in payment disclosed by such software audit 

including any late charges applicable thereto. In addition, if any such 

examination discloses a shortfall in payment to Magnolia of more than five 

percent for any year, Licensee agrees to pay or reimburse Magnolia for the 

expenses relating to the software audit upon written request by Magnolia.

18.	Points of Contact

18.1.	Licensee shall appoint one specific individual person who is exclusively entitled 

and responsible to receive the License Key (L-PoC), and one who will be sent all 

invoices and will be responsible for any issues regarding this Agreement (B-

PoC). Magnolia must immediately be notified in writing of a change in a Point of 

Contact. Licensee shall further appoint at least one specific individual person 

who is entitled to use the Contractual Support Services ("S-PoC"). The total 

number of S-PoCs accepted by Magnolia is defined by the applicable Service 

Level.

19.	Term and Termination 

19.1.	This Agreement shall commence on the Effective Date and shall continue for the 

Initial Term and, thereafter, this Agreement shall be automatically renewed for 

successive fixed periods of 12 months (each a "Renewal Period"), unless: 

a)	either Party notifies the other Party of termination, in writing, at least 60 

days before the end of the Initial Term or any Renewal Period, in which 

case this Agreement shall terminate upon the expiry of the applicable 

Initial Term or Renewal Period; or

b)	otherwise terminated in accordance with the provisions of this Agreement.

19.2.	Without affecting any other right or remedy available to it, either Party may 

terminate this Agreement with immediate effect by giving written notice to the 

other Party if:

a)	the other Party fails to pay any amount due under this Agreement on the 

due date for payment and remains in default not less than 60 days after 

being notified in writing to make such payment;

b)	the other Party commits a material breach of any other term of this 

Agreement which breach is irremediable or (if such breach is remediable) 

fails to remedy that breach within a period of 30 days after being notified 

in writing to do so;

c)	any step, application, order, proceeding or appointment is taken or made 

by or in respect of that other Party for a distress, execution, composition 

or arrangement with creditors, winding up, dissolution, administration, 

receivership (administrative or otherwise) or bankruptcy, or if that other 

Party is unable to pay its debts or if any event occurs which, under the 

applicable law of any jurisdiction to which it is subject, has an effect 

similar to that of any of the events referred to in this clause 18.2(c).

20.	Effects of Termination

20.1.	Upon termination of this Agreement, (i) the License and any other rights granted 

to Licensee under this Agreement will terminate automatically and (ii) Licensee 

shall immediately cease to use the Licensed Software and any other Magnolia 

IPR and shall, at its own expense, delete the Licensed Software from its IT-

systems and destroy any copy thereof, except for a reasonable number of copies 

of the Licensed Software and Documentation for archival purposes only.

20.2.	During one year following the termination of this Agreement, Licensee shall not 

use Magnolia CMS Community Edition or a Trial Version for any purpose other 

than non-commercial research and/or testing. If Licensee, after Termination of 

this Agreement, proceeds to use a Trial Version or Magnolia CMS Community 

Edition this Agreement shall be automatically renewed for a period of one year.

20.3.	In the event of a termination according to clause 18.2, License and Contractual 

Support Services Fees already paid by Licensee will be proportionally refunded 

for the period starting with such termination, provided that Licensee has 

legitimately terminated this Agreement (i) due to Magnolia's material breach 

pursuant clause 18.2 b) or (ii) in accordance with 18.2 c).

20.4.	The provisions of this Agreement that by sense or content must remain in force 

after termination in order to achieve the intended purpose, shall survive the 

termination of this Agreement. The termination of this Agreement shall be 

without prejudice to the Parties' accrued rights hereunder.

21.	Miscellaneous

21.1.	This Agreement (including any annexes) shall supersede all prior oral and 

written agreements, letters or other communications or understandings of the 

Parties relating hereto and shall constitute the entire agreement between the 

Parties. 

21.2.	Neither Party may, or may purport to, assign, transfer, charge or otherwise deal 

with all or any of its rights or obligations under this Agreement in whole or in 

part, nor grant, declare, create or dispose of any right or interest in it without 

the prior written consent of the other Party.

21.3.	An amendment of any of the provisions of this Agreement is only valid if it is in 

writing and signed by each Party or authorized representatives. Any provision 

contained in this Agreement may only be waived by a document signed by the 

Party waiving such provision.

21.4.	Should any part or provision of this Agreement be held to be invalid or 

unenforceable by any competent arbitral tribunal, court, governmental or 

administrative authority having jurisdiction, the other provisions of this 

Agreement shall nonetheless remain valid. In this case, Parties shall endeavor to 

negotiate a substitute provision that best reflects the economic intentions of 

Parties without being unenforceable, and shall execute all agreements and 

documents required in this connection.

21.5.	If a third party, according to the terms and conditions of this Agreement, is 

allowed to use the Licensed Software, such third party shall not be entitled to 

enforce any rights or benefits in this Agreement against Magnolia. 

21.6.	This Agreement is drafted in English for convenience only. The use of the English 

language shall not change the applicable law and the Agreement shall be 

interpreted as if it was drafted in the German language. A construction of the 

Agreement according to common law principles is excluded. 

22.	Governing Law and Jurisdiction

22.1.	This Agreement and any dispute or claim arising out of or in connection with it 

shall be governed by and construed in accordance with Swiss Law, under 

exclusion of its conflict of law rules and the provisions of the Vienna Convention 

on the Sales of Goods.

22.2.	The Parties hereby irrevocably submit to the jurisdiction of the ordinary courts in 

Basel, Switzerland, and, at Magnolia's choice, to the ordinary courts at 

Licensee's domicile with regard to any dispute arising out of or in connection 

with this Agreement. 


[signatures on following page]







Signatures

The signees acknowledge and accept the terms and conditions of this Agreement. 


	Licensee	 Magnolia International Ltd. 


Name: 		Name: 	 

Date: 		Date: 	 

Title: 		Title: 	


			

Signature						Signature


        

      

      




      Attachment: Service Level Agreement

        Magnolia CMS Service Levels

        SLA-0 Base

        SLA-1

        SLA-2

        SLA-3

         Service Hours

         

         

         

         

Regular Office hours 09:00-17:00 CET on Business 

Days

         X

         x

         x

         x

         Emergency hours 17:00-09:00 Mon-Fri CET

         

         

         x

         x

         Emergency hours 00:00-24:00 Sat-Sun CET

         

         

         

         x

         Guaranteed Response Time during office hours

         48 h

         4 h

         4 h

         4 h

         Support Scope

         

         

         

         

Product Support (unlimited)

         X

         x

         x

         x

         Repository Support (unlimited)

         X

         x

         x

         x

Consulting (Backup/Recovery setup, Migration/ Up-

date and Installation, Developer Support)

         

         6h

         10h

         16h

         Support Channel

         

         

         

         

Ticket and Bug Track support

X

         x

         x

         x

Regular Phone support during office hours,  

incidents/year (max 1h per incident)

         

         

         4

         6

Emergency Phone support, during emergency hours,  

incidents/year (max 1h per incident)

         

         

         6

         6

Remote Connection by support team

         

         x

         x

         x

         Registered Support Point-of-Contacts (S-PoC)

         2

         2

         4

         4

         Bug Fixing

         

         

         

         

Patch (code fix on SVN)

         X

         x

         x

         x

Deploy snapshots - build binary (jar)

         

         x

         x

         x

Guaranteed bug fix integration 

 (after delivered and tested fix)

         

         x

         x

         x

Note: Support will provide help on Best Efforts basis, trying to find workaround or working solution in 

cooperation with customer. 

https://www.magnolia-cms.com/services/support.html  

http://www.magnolia-cms.com/magnolia-cms/pricing.html 


List of affiliates?


Regional limitation? Use of CMS always somehow wordwide? Only author in-

stances?

TBD

You deleted this. To which POC should such notification be made instead?

How should we treat affiliates that are acquired during the agreement? E.g. 

Virgin acquires a new airline.

Alternatively: "to the expressly mentioned Affiliates" --> only specific Affiliates 

would be entitled - not just all.

Edit Dominik: 

If not stated differently under ii. License & Service Package, not sold as 

limited site license, a pre-defined package or limited on regions or oth-

er limitations, the usage of the Licensed Software on Production Servers 

is strictly limited to Licensed Servers. Each Licensed Server shall meet 

the following requirements:


Really necessary? Wouldn't the regional limitation be an additional limitation 

(besides the licensed servers)?

Additional regional limitation?

OK for Pasggi? I remember that it was recently discussed to raise fees...

The new wording is a bit shorter, leaner and more elegant/clearer. Moreover, 

18.2(c) is what customers usually ask for. Also 18.2(b)...

Due date for Customers' payments is 30 days after receipt of invoice.

Is there really this distinction between weekends and overnight availability 

(through weekdays)?

 

 

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