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LICENSE
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Intelino Public License
Version 1.0, September 2021
https://intelino.com/intelino-public-license
This Intelino Public License Agreement Version 1.0 (the “Agreement”) sets forth
the terms on which Innokind, Inc. DBA Intelino (“Intelino”) makes available
certain software made available by Intelino under this Agreement (the
“Software”). BY INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY
OF THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF
YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, YOU MUST NOT USE THE SOFTWARE.
IF YOU ARE RECEIVING THE SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT
AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT ON BEHALF OF SUCH ENTITY. “Licensee” means you, an
individual, or the entity on whose behalf you are receiving the Software.
1. LICENSE GRANT AND CONDITIONS.
1.1. License. Subject to the terms and conditions of this Agreement, Intelino
hereby grants to Licensee a non-exclusive, royalty-free, worldwide,
non-transferable, non-sublicensable license during the term of this
Agreement to: (a) use the Software; (b) prepare modifications and
derivative works of the Software; (c) distribute the Software (including
without limitation in source code or object code form); and (d) reproduce
copies of the Software (the “License”). Licensee is not granted the right
to, and Licensee shall not, exercise the License for an Excluded Purpose.
For purposes of this Agreement, “Excluded Purpose” means making available
any software application, software-as-a-service, platform-as-a-service or
other similar product or service that competes with Intelino products or
services that use or provide the Software; or making available the
Software, or any modifications or derivatives of the Software for any
commercial purpose.
1.2. Further Licenses available. Intelino is happy to discuss commercial
licenses. Please contact us at [email protected] with a brief
description of the intended project.
1.3. Conditions. In consideration of the License, Licensee’s distribution of
the Software is subject to the following conditions:
a. Licensee must cause any Software modified by Licensee to carry
prominent notices stating that Licensee modified the Software.
b. On each Software copy, Licensee shall reproduce and not remove or alter
all Intelino or third party copyright or other proprietary notices
contained in the Software, and Licensee must provide the notice below
with each copy.
c. Any Software provided in binary or object form under this license must
not be reverse engineered, decompiled, modified and/or disassembled.
d. This Software must only be used in or with a hardware manufactured,
sold or explicitly approved by Intelino.
e. This license shall apply to prior versions of the Software as of
September 10, 2021.
“This software is made available by Innokind, Inc. DBA Intelino, under the
terms of the Intelino Public License Agreement, Version 1.0 located at
https://intelino.com/intelino-public-license. BY INSTALLING, DOWNLOADING,
ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE, YOU AGREE TO THE TERMS OF
SUCH LICENSE AGREEMENT.”
1.4. Licensee Modifications. Licensee may add its own copyright notices to
modifications made by Licensee and may provide additional or different
license terms and conditions for use, reproduction, or distribution of
Licensee’s modifications. While redistributing the Software or
modifications thereof, Licensee may choose to offer, for a fee or free of
charge, support, warranty, indemnity, or other obligations. Licensee, and
not Intelino, will be responsible for any such obligations.
1.5. No Sublicensing. The License does not include the right to sublicense the
Software, however, each recipient to which Licensee provides the Software
may exercise the Licenses so long as such recipient agrees to the terms
and conditions of this Agreement.
2. TERM AND TERMINATION.
This Agreement will continue unless and until earlier terminated as set
forth herein. If Licensee breaches any of its conditions or obligations
under this Agreement, this Agreement will terminate automatically and the
License will terminate automatically and permanently.
3. INTELLECTUAL PROPERTY.
As between the parties, Intelino will retain all right, title, and interest
in the Software, and all intellectual property rights therein. Intelino
hereby reserves all rights not expressly granted to Licensee in this
Agreement. Intelino hereby reserves all rights in its trademarks and service
marks, and no licenses therein are granted in this Agreement.
4. DISCLAIMER.
INTELINO HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE
SOFTWARE.
5. LIMITATION OF LIABILITY.
INTELINO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL,
INDIRECT, OR DIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
ARISING OUT OF THIS AGREEMENT. THE FOREGOING SHALL APPLY TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
6. GENERAL.
6.1. Governing Law. This Agreement will be governed by and interpreted in
accordance with the laws of the state of California, without reference to
its conflict of laws principles. If Licensee is located within the United
States, all disputes arising out of this Agreement are subject to the
exclusive jurisdiction of courts located in Los Angeles County, California
USA. If Licensee is located outside of the United States, any dispute,
controversy or claim arising out of or relating to this Agreement will be
referred to and finally determined by arbitration in accordance with the
JAMS International Arbitration Rules. The tribunal will consist of one
arbitrator. The place of arbitration will be Redondo Beach, California.
The language to be used in the arbitral proceedings will be English.
Judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
6.2. Assignment. Licensee is not authorized to assign its rights under this
Agreement to any third party. Intelino may freely assign its rights under
this Agreement to any third party.
6.3. Other. This Agreement is the entire agreement between the parties
regarding the subject matter hereof. No amendment or modification of this
Agreement will be valid or binding upon the parties unless made in writing
and signed by the duly authorized representatives of both parties. In the
event that any provision, including without limitation any condition, of
this Agreement is held to be unenforceable, this Agreement and all
licenses and rights granted hereunder will immediately terminate. Waiver
by Intelino of a breach of any provision of this Agreement or the failure
by Intelino to exercise any right hereunder will not be construed as a
waiver of any subsequent breach of that right or as a waiver of any other
right.