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Moderne Source Available License Agreement

Last Update: December 13, 2024

Acceptance​

This Agreement sets forth the terms and conditions on which the Licensor makes available the Software. By installing, downloading, copying, accessing, using, creating derivative works of, or distributing any of the Software, You agree to all of the terms and conditions of this Agreement. If You are receiving the Software on behalf of an entity, sole proprietorship or other organization, You represent and warrant that You have the authority to agree to this Agreement on behalf of such organization.

The Licensor reserves the right to update this Agreement from time to time.

The terms below have the meanings set forth below for purposes of this Agreement:

Definitions​

Agreement: this Moderne Source Available License Agreement.

Control: ownership, directly or indirectly, of substantially all the assets of an entity, or the power to direct its management or policies by vote, contract, or otherwise.

License: a license as described in the License or Patent paragraph below.

Licensor: Moderne, Inc. on behalf of itself and its subsidiaries worldwide.

Modify, Modified, or Modification: copy from or adapt all or part of the work in a fashion requiring copyright permission (including, without limitation, creating a derivative work via linking or otherwise) other than making an exact unlinked copy. The resulting work is called a Modified version of the earlier work or a Modification.

Software: The Licensor’s software components provided to You by the Licensor under this Agreement.

Trademark: the trademarks, service marks, and any other similar rights.

You: the recipient of the Software pursuant to this Agreement, including both (a) the individual agreeing to this Agreement and (b) if receiving the Software or agreeing on behalf of or representing an entity, sole proprietorship or other organization, that organization.

Your Company: any legal entity, sole proprietorship, or other kind of organization that You work for or represent, plus all organizations that have Control over, are under the Control of, or are under common Control with that organization.

Your Licenses: means all the Licenses granted to You under this Agreement.

License​

The Licensor grants You a non-exclusive, royalty-free, worldwide, non-sublicensable, non-transferable license under the Licensor’s copyrights to use, copy, distribute internally, and prepare derivative works of the Software, in each case subject to, and conditional on compliance with, the limitations and conditions below.

Limitations​

You may not and will not make the functionality of the Software or a Modified version available to third parties as a service or distribute the Software or a Modified version in a manner that makes the functionality of the Software directly or indirectly available to third parties.

Making the functionality of the Software or Modified version available to third parties includes, without limitation, enabling third parties to interact with the functionality of the Software or Modified version in distributed form or remotely through a computer network, offering a product or service, the value of which derives to any extent from the value of the Software or Modified version, or offering a product or service that accomplishes for users any purpose of the Software or Modified version.

You may not and will not alter, remove, or obscure any licensing, copyright, or other notices of the Licensor in the Software. Any use of the Licensor’s Trademarks is subject to applicable law (but no license is granted hereunder with respect to the Licensor’s Trademarks).

Patents​

The Licensor grants You a license, under any of the Licensor’s patent claims covering the Software, to make, have made, use, import and have imported the Software, in each case subject to, and conditional upon compliance with, the limitations and conditions in this Agreement. This license does not cover any patent claims that You cause to be infringed by Modifications or additions to the Software. If You or Your Company make any claim that the Software (or any Modification owned by or available from the Licensor) infringes or contributes to infringement of any patent, the patent license granted under this Agreement ends immediately.

Notices​

You must ensure that anyone who gets a copy of any part of the Software or a Modification from You also gets a copy of the terms and conditions in this Agreement.

If You modify the Software, You must include in any Modified copies of the Software prominent notices stating that You have Modified the Software.

No Other Rights​

The terms and conditions of this Agreement do not imply any licenses other than those expressly granted in this Agreement.

Termination​

If You violate this Agreement or if You engage in any activity regarding the Software beyond or in conflict with the terms of this Agreement, such activity is not licensed, and Your Licenses will automatically terminate. If the Licensor provides You with a notice of your violation and gives you an option to cure, and You cease and cure all violations of this License no later than 30 days after You receive that notice, Your Licenses will be reinstated retroactively. However, if You violate this Agreement after such reinstatement, any additional violation of this Agreement will cause your Licenses to terminate automatically and permanently.

No Liability​

AS FAR AS THE LAW ALLOWS, THE SOFTWARE COMES “AS IS,” WITHOUT ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. FURTHERMORE THE LICENSOR WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (OR, TO THE EXTENT LEGALLY PERMISSIBLE, ANY OTHER DAMAGES) ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE SOFTWARE, UNDER ANY KIND OF LEGAL CLAIM (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT OR NEGLIGENCE).

Governing Law and Jurisdiction​

This Agreement will be construed and enforced in all respects in accordance with the laws of the State of Delaware, U.S.A., without reference to its choice of law rules. The courts located in Delaware have exclusive jurisdiction for all purposes relating to this Agreement, provided that the Licensor may apply to any court of competent jurisdiction for injunctive relief.