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LICENSE
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Machbase License Agreement
This Comprehensive License Agreement (the "Agreement") is entered into by and between the Licensor of Machbase Neo ("Licensor") and the individual or entity using the Software ("Licensee"). This Agreement governs the use of the Machbase Neo software product ("Software").
1. Definitions
1.1. "Software" refers to Machbase Neo, consisting of:
a) A proprietary database engine library in binary form ("Engine")
b) An open-source user interface ("UI")
1.2. "Licensor" refers to the legal entity that owns and distributes Machbase Neo.
1.3. "Licensee" refers to the individual or entity using the Software.
1.4. "Commercial Use" refers to any use of the Software for commercial or revenue-generating purposes.
1.5. "Non-Commercial Use" refers to use of the Software for personal, educational, or non-profit purposes that do not generate revenue.
1.6. "Effective Date" means the date on which the Licensee first uses the Software.
2. License Grant and Restrictions
2.1. Commercial License:
a) Subject to payment of applicable fees, Licensor grants Licensee a non-exclusive, non-transferable, worldwide license to use the Software for Commercial Use.
b) The Commercial License includes the right to use both the Engine and UI components.
c) Licensee may not sublicense, sell, lease, rent, loan, or otherwise transfer the Software to any third party.
2.2. Community License:
a) Licensor grants Licensee a non-exclusive, non-transferable, worldwide license to use the Software for Non-Commercial Use at no cost.
b) The Community License includes the right to use both the Engine and UI components.
c) Any Commercial Use under the Community License is strictly prohibited.
2.3. Open Source Components:
a) The UI component is released under the GNU Affero General Public License version 3 (AGPLv3).
b) Licensee may modify, distribute, and use the UI component in accordance with AGPLv3 terms.
2.4. Proprietary Components:
a) The Engine is proprietary and not open source.
b) Licensee shall not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Engine.
2.5. General Restrictions:
a) Licensee shall not separate the Engine from the UI or use either component independently.
b) Licensee shall not remove or alter any proprietary notices on the Software.
c) Licensee shall not use the Software to develop a competing product.
3. Intellectual Property Rights
3.1. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights.
3.2. Licensee acknowledges that the license granted herein transfers neither title nor proprietary rights to the Software.
4. Support and Maintenance
4.1. Commercial License holders are entitled to support and maintenance as specified in their separate support agreement.
4.2. Community License holders may access community forums and documentation but are not entitled to direct support from Licensor.
5. Term and Termination
5.1. This Agreement is effective from the Effective Date and continues until terminated.
5.2. Licensor may terminate this Agreement immediately if Licensee breaches any of its terms.
5.3. Upon termination, Licensee must cease all use of the Software and destroy all copies.
5.4. Sections 3, 6, 7, 8, 9, and 11 shall survive termination of this Agreement.
6. Disclaimer of Warranties
6.1. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
7. Limitation of Liability
7.1. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE.
7.2. LICENSOR'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
8. Indemnification
8.1. Licensee agrees to indemnify, defend, and hold Licensor harmless from any claims, damages, or expenses arising from Licensee's use of the Software.
9. Confidentiality
9.1. Licensee agrees to maintain the confidentiality of any proprietary information received from Licensor in connection with this Agreement.
10. Export Compliance
10.1. Licensee shall comply with all applicable export laws and restrictions and regulations of the United States Department of Commerce or other United States or foreign agency or authority.
11. Governing Law and Dispute Resolution
11.1. This Agreement shall be governed by and construed in accordance with the laws of the United States, without giving effect to any principles of conflicts of law.
11.2. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
12. Entire Agreement
12.1. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
13. Severability
13.1. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
14. Assignment
14.1. Licensee may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Licensor.
15. WAIVER
The failure of the Licensor to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
By using the Software, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
For any questions regarding this license agreement or to inquire about commercial licensing, please contact:
Machbase, Inc. : info@machbase.com
Copyright (c) 2024 Machbase, Inc. All rights reserved.