Ubuntu Advantage Assurance terms
Protecting your business from IP infringement
The Ubuntu Assurance Programme from Canonical covers Canonical support customers for claims of intellectual property infringements arising from their use of Ubuntu. The Ubuntu Assurance is included in all Canonical support contracts. This offering is designed to safeguard Canonical's customers and make deploying Ubuntu even easier through an indemnification offering from Canonical.
Throughout the open source world, all possible care is taken to respect intellectual property rights. In the unlikely event of an intellectual property issue in Ubuntu, Canonical will replace or modify the infringing portion of the software so that it becomes non-infringing, or obtain the rights for our support customers to continue using the software.
In order to allow our support customers to deploy Ubuntu without complicated legal concerns, Canonical will assume the legal defence, pay all legal defence costs, and pay any resulting damages judgement or settlement, for any claim brought against our support customers worldwide by any third party for alleged infringement of patents, copyrights, trademarks, or trade secrets due to our support customer's use of the Ubuntu software during the term of their support services contract.
This indemnification is not applicable to users of Ubuntu who do not have a specific agreement in place with Canonical or a Canonical authorised reseller covering their purchase of support for Ubuntu.
Aggregate defence costs and indemnity payments made to or on behalf of customers spending greater than 15,000 USD shall be the lesser of $2.0 million or 200% of the customer's aggregate spending with Canonical in the 12 months preceding the date a claim is first brought against such customer. For customers spending below 15,000 USD the aggregate defense costs and indemnity payments will be capped at 100% of the customer's aggregate spending with Canonical in the 12 months preceding the date a claim is first brought against such customer.
If Canonical believes, or it is determined through adjudication, that any part of the software as distributed to a support customer by Canonical violates a third party’s intellectual property rights, Canonical will provide such customer with a functionally equivalent non-infringing substitute at no cost, or refund 100% of payments made to Canonical for services and support in the preceding 12 months.
Qualification for the Assurance Programme is conditioned on the customer meeting the following eligibility requirements.
The customer must be a current Canonical support customer with an account in good standing at the time of the claim of infringement.
The customer must maintain at least the same level of Canonical services and support as that customer had in place at the time a claim is brought, while that claim is pending. The customer must notify Canonical in writing within five days of receiving notice of a claim, must allow Canonical to assume sole control of the defence and any settlement negotiations, and must provide Canonical all the information, authority, and ongoing assistance it needs to effectively defend or settle the claim.
The customer must not already be in litigation with, or have received notice of alleged infringement from, a party against whom indemnification is sought when purchasing a support agreement from Canonical. Indemnification will not cover counter-claims brought against a customer in response to litigation initiated by the customer. Indemnification will not cover punitive damages for willful or intentional acts of the customer.
The customer may not modify the software provided by Canonical.
If at any time Canonical offers to provide the customer with an updated version of the software modified to reduce or eliminate the likelihood of infringement of third-party rights (a “non-infringing substitute”), the customer must implement the new version, and cease all use of previous version(s), within thirty days of receiving notice from Canonical of the new version’s availability.