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114 lines
6.8 KiB
Plaintext
114 lines
6.8 KiB
Plaintext
Collate Community License Agreement
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Version 1.0
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This Collate Community License Agreement Version 1.0 (the “Agreement”) sets
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forth the terms on which Collate, Inc. (“Collate”) makes available certain
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software made available by Collate under this Agreement (the “Software”). BY
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INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE,
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YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO
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SUCH TERMS AND CONDITIONS, YOU MUST NOT USE THE SOFTWARE. IF YOU ARE RECEIVING
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THE SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU
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HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS
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AGREEMENT ON BEHALF OF SUCH ENTITY. “Licensee” means you, an individual, or
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the entity on whose behalf you are receiving the Software.
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1. LICENSE GRANT AND CONDITIONS.
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1.1 License. Subject to the terms and conditions of this Agreement,
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Collate hereby grants to Licensee a non-exclusive, royalty-free,
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worldwide, non-transferable, non-sublicenseable license during the term
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of this Agreement to: (a) use the Software; (b) prepare modifications and
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derivative works of the Software; (c) distribute the Software (including
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without limitation in source code or object code form); and (d) reproduce
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copies of the Software (the “License”). Licensee is not granted the
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right to, and Licensee shall not, exercise the License for an Excluded
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Purpose. For purposes of this Agreement, “Excluded Purpose” means making
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available any software-as-a-service, platform-as-a-service,
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infrastructure-as-a-service or other similar online service that competes
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with Collate products or services that provide the Software.
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1.2 Conditions. In consideration of the License, Licensee’s distribution
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of the Software is subject to the following conditions:
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(a) Licensee must cause any Software modified by Licensee to carry
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prominent notices stating that Licensee modified the Software.
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(b) On each Software copy, Licensee shall reproduce and not remove or
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alter all Collate or third party copyright or other proprietary
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notices contained in the Software, and Licensee must provide the
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notice below with each copy.
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“This software is made available by Collate, Inc., under the
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terms of the Collate Community License Agreement, Version 1.0
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located at http://www.getcollate.io/collate-community-license. BY
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INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF
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THE SOFTWARE, YOU AGREE TO THE TERMS OF SUCH LICENSE AGREEMENT.”
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1.3 Licensee Modifications. Licensee may add its own copyright notices
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to modifications made by Licensee and may provide additional or different
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license terms and conditions for use, reproduction, or distribution of
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Licensee’s modifications. While redistributing the Software or
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modifications thereof, Licensee may choose to offer, for a fee or free of
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charge, support, warranty, indemnity, or other obligations. Licensee, and
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not Collate, will be responsible for any such obligations.
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1.4 No Sublicensing. The License does not include the right to
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sublicense the Software, however, each recipient to which Licensee
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provides the Software may exercise the Licenses so long as such recipient
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agrees to the terms and conditions of this Agreement.
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2. TERM AND TERMINATION. This Agreement will continue unless and until
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earlier terminated as set forth herein. If Licensee breaches any of its
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conditions or obligations under this Agreement, this Agreement will
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terminate automatically and the License will terminate automatically and
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permanently.
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3. INTELLECTUAL PROPERTY. As between the parties, Collate will retain all
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right, title, and interest in the Software, and all intellectual property
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rights therein. Collate hereby reserves all rights not expressly granted
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to Licensee in this Agreement. Collate hereby reserves all rights in its
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trademarks and service marks, and no licenses therein are granted in this
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Agreement.
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4. DISCLAIMER. COLLATE HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND
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CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY
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DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
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PURPOSE, WITH RESPECT TO THE SOFTWARE.
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5. LIMITATION OF LIABILITY. COLLATE WILL NOT BE LIABLE FOR ANY DAMAGES OF
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ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL,
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SPECIAL, INCIDENTAL, INDIRECT, OR DIRECT DAMAGES, HOWEVER CAUSED AND ON ANY
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THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THE FOREGOING SHALL
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APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
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6.GENERAL.
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6.1 Governing Law. This Agreement will be governed by and interpreted in
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accordance with the laws of the state of California, without reference to
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its conflict of laws principles. If Licensee is located within the
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United States, all disputes arising out of this Agreement are subject to
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the exclusive jurisdiction of courts located in Santa Clara County,
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California. USA. If Licensee is located outside of the United States,
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any dispute, controversy or claim arising out of or relating to this
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Agreement will be referred to and finally determined by arbitration in
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accordance with the JAMS International Arbitration Rules. The tribunal
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will consist of one arbitrator. The place of arbitration will be Palo
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Alto, California. The language to be used in the arbitral proceedings
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will be English. Judgment upon the award rendered by the arbitrator may
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be entered in any court having jurisdiction thereof.
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6.2 Assignment. Licensee is not authorized to assign its rights under
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this Agreement to any third party. Collate may freely assign its rights
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under this Agreement to any third party.
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6.3 Other. This Agreement is the entire agreement between the parties
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regarding the subject matter hereof. No amendment or modification of
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this Agreement will be valid or binding upon the parties unless made in
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writing and signed by the duly authorized representatives of both
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parties. In the event that any provision, including without limitation
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any condition, of this Agreement is held to be unenforceable, this
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Agreement and all licenses and rights granted hereunder will immediately
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terminate. Waiver by Collate of a breach of any provision of this
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Agreement or the failure by Collate to exercise any right hereunder
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will not be construed as a waiver of any subsequent breach of that right
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or as a waiver of any other right. |