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LICENSE
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Proprietary Software License
Version 1.2
This Proprietary Software License ("License") is a legal agreement between you ("Licensee")
and XternA ("Licensor"). By downloading, installing, or using the software provided under
this License, you agree to be bound by the terms and conditions of this License. If you do
not agree to these terms and conditions, do not download, install, or use the software.
1. License Grant:
Subject to the terms and conditions of this Agreement, the Licensor grants you, the
Licensee, a non-exclusive, non-transferable, revocable license to use the software
strictly for your own personal, non-commercial purposes. The Licensee is prohibited
from using the software for any purpose other than their own use, including but not
limited to use within organizations, redistribution, or for the benefit of any third
party, subject to the limitations and obligations outlined in this License.
Any form of use of the software that results in direct or indirect financial gain,
including but not limited to selling, offering services, integrating the software
into a product for sale, earning referral commissions, ad revenue, or receiving
donations associated with the use of this software, is expressly prohibited.
2. Restrictions:
The Licensee shall not:
a. Modify, adapt, translate, reverse engineer, decompile, disassemble, or create
derivative works based on the software.
b. Integrate the software into your own software, tools, distributions, or any
other products or services by any means, including open-source projects or host
on platforms that generate revenue or donations, such as earning commissions
through referrals, advertising, sponsorship, or monetization of associated
services.
c. Sell, rent, lease, sublicense, distribute, or otherwise transfer the software
or any portion thereof to any third party without prior written consent from
the Licensor.
d. Remove or alter any labels, copyright, trademark, or other proprietary rights
notices contained in the Software;
e. Use the Software in any manner that infringes the intellectual property rights
of Licensor or any third party;
f. Use the Software for any unlawful purpose or in violation of any applicable laws
or regulations.
3. Non-Commercial Use Definition:
For the purposes of this License, "non-commercial use" means the use of the software
solely for you the individual, personal purposes without generating any form of financial
gain, direct or indirect. This includes, but is not limited to, avoiding usage in any
context where the software contributes to or is involved in financial transactions,
commissions, donations, sponsorships, advertisements, or any other means of generating
income.
3. Contributions:
You may submit contributions or improvements to the Software to the Licensor for
incorporation into the main branch via a pull request, subject to Licensor approval.
By submitting contributions, you grant Licensor a perpetual, irrevocable, worldwide,
royalty-free, non-exclusive license to use, reproduce, modify, distribute, and
sublicense your contributions, including any intellectual property rights therein.
Licensee shall not create or distribute their separate versions or forks of the
software without prior written consent from Licensor.
4. Ownership:
Licensor retains all rights, title, and interest in and to the software, including any
and all intellectual property rights. Licensee acknowledges that this License does not
grant Licensee any ownership or rights in the software except as expressly stated
herein.
5. Disclaimer of Warranty
The Software is provided "as is" without warranty of any kind, express or implied.
Licensor disclaims all warranties, express or implied, including, but not limited to,
the implied warranties of merchantability, fitness for a particular purpose, and
non-infringement.
6. Limitation of Liability:
Licensee acknowledges that the responsibility for legal compliance lies solely with
them, and they shall hold Licensor harmless from any claims or liabilities arising
from Licensee’s use of the Software.
In no event shall Licensor be liable for any direct, indirect, incidental, special,
exemplary, or consequential damages (including, but not limited to, procurement of
substitute goods or services; loss of use, data, or profits; or business interruption)
however caused and on any theory of liability, whether in contract, strict liability,
or tort (including negligence or otherwise) arising out of or in connection with the
use or performance of the Software, even if advised of the possibility of such damages.
7. Violation Consequences:
If the Licensee is found to have violated any of the terms outlined in this License,
Licensor reserves the right to immediately terminate the Licensee’s rights under this
License. Upon termination, the Licensee must cease all use of the Software and destroy
all copies in their possession or control. Licensee shall also be liable for any
damages caused, including, but not limited to, any legal costs, attorney’s fees, or
compensation for lost revenue as a result of the violation.
The Licensee agrees to a penalty of £1,000 to £3,000 or the equivalent value in their
local currency, or the full amount of any profits made, whichever is greater, based on
an assessment of gross revenue generated from the use of the software in violation of
this License. This amount is enforceable under the governing law of this License,
regardless of the Licensee’s location. The Licensor reserves the right to seek
additional compensation if actual damages exceed the stated penalty.
8. Indemnification:
Licensee agrees to be fully responsible for ensuring that their use of the Software
complies with all applicable laws and this License. You, the Licensee, agree to
indemnify, defend, and hold harmless the Licensor from and against any and all claims,
damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees)
arising out of or resulting from any violation of this Agreement, unauthorized or
prohibited use of the Software, or misuse of the Software. This indemnification
obligation includes, but is not limited to, any legal claims or penalties arising
from such violations or misuse.
9. Governing Law and Jurisdiction:
This License shall be governed by and construed in accordance with the laws of the
United Kingdom, without regard to its conflicts of law principles. Any disputes
arising out of or in connection with this License shall be subject to the exclusive
jurisdiction of the courts located in London, United Kingdom.
The Licensee agrees to submit to the jurisdiction of these courts and waives any
objection to such venue or jurisdiction. Any attempt to contest jurisdiction outside
of the agreed forum will result in the Licensee being liable for all legal costs
incurred by the Licensor in enforcing the terms of this agreement.
10. Arbitration Clause:
Any dispute, controversy, or claim arising out of or relating to this License,
including any breach, shall be resolved by binding arbitration conducted in accordance
with the arbitration rules of the London Court of International Arbitration (LCIA).
The arbitration shall take place in London, United Kingdom, and be conducted in English.
The decision of the arbitrator shall be final and binding upon both parties, and any
costs associated with arbitration shall be borne by the Licensee if found to be in
violation of this License.
11. Global Enforcement:
Licensee acknowledges that this License is enforceable globally, and any violations
will be pursued under the laws of the United Kingdom. In the case of international
violations, the Licensor reserves the right to collaborate with legal authorities in
the Licensee’s country to enforce this License through cease-and-desist orders, public
disclosure of the violation, or legal action in the Licensee’s country, as allowed by
applicable international treaties or agreements.
12. Termination:
Licensor may terminate this Agreement at any time if you fail to comply with any term
or condition of this Agreement. Upon termination, you must immediately cease all use of
the Software and destroy all copies of the Software in your possession or control.
13. Miscellaneous:
This Agreement constitutes the entire agreement between you and the Licensor concerning
the subject matter hereof and supersedes all prior or contemporaneous understandings
and agreements, whether written or oral.
This Agreement may be amended or modified only in writing signed by both parties.
If any provision of this Agreement is held to be unenforceable, such provision shall be
amended to achieve as nearly as possible the same economic effect as the original
provision, and the remainder of this Agreement shall continue in full force and effect.
14. Enforcement:
Licensor reserves the right to monitor and audit the use of the Software to ensure
compliance with this License. Licensor reserves the right to pursue legal action against
any Licensee found to be in violation of this License and will seek all applicable damages
and penalties.
15. Global Applicability and Hosting
The terms and conditions of this License apply to the Software regardless of the platform,
location, or method of distribution. Whether the Software is hosted on platforms such as
GitHub, DockerHub, or any other hosting service, the License remains in full effect and
enforceable.
The Licensee acknowledges that publishing, distributing, or using the Software on any
platform does not alter the License terms or limit the Licensor’s rights to enforce the
License. The Licensee must adhere to all terms and conditions of this License no matter
where or how the Software is accessed or used.
The Licensor retains the right to take appropriate legal action to address any violations
of this License, irrespective of the hosting or distribution platform. This includes the
right to seek remedies and enforce compliance through legal or administrative means as
deemed necessary by the Licensor.
Please review this Agreement carefully before downloading, installing, or using the
Software. By using the Software, you acknowledge that you have read, understood, and
agree to be bound by the terms and conditions of this Agreement.