Nexla Source

NEXLA SOURCE CODE LICENSE AGREEMENT

Last Revised December 28, 2021

    1. Definitions.

“License” shall mean the terms and conditions for use as defined by this document.

“Licensor” shall mean Nexla, Inc., a Delaware corporation.

“Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.

“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

“Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

“Work” shall mean the work of authorship, whether in Source or Object form, made available under the License.

“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

“Other Licensor Software” shall mean software of Licensor (other than the Work) that You are authorized to access and use pursuant to a valid license or subscription agreement between You and Licensor or Licensor’s designee.

“Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.”

    1. Grant of License.

Subject to the terms and conditions of this License, Licensor hereby grants to You a non-exclusive, non-transferable license to use and prepare Derivative Works of the Work and such Derivative Works in Source or Object form, solely for Your internal business purposes in connection with Your use of Other Licensor Software. You may not (i) redistribute or make available the Work or Derivative Works thereof outside of Your organization or (ii) remove any copyright, patent, trademark or other attribution notices from the Source form of the Work.

    1. Submission of Contributions.

At Your option, You may submit any Contribution to Licensor for inclusion in the Work; provided, however, that Licensor will not be obligated to include such Contribution in the Work. With respect to any Contribution that You submit, You hereby grant to Licensor (i) a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions, and (ii) a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable  patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) was submitted. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement You may have executed with Licensor regarding such Contributions.

    1. Trademarks.

This License does not grant permission to use the trade names, trademarks, service marks, or product names of Licensor.

    1. Disclaimer of Warranty.

Unless required by applicable law or agreed to in writing, Licensor provides the Work (and You provide Your Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.

    1.  Limitation of Liability.

In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Licensor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Licensor has been advised of the possibility of such damages.

    1. Confidentiality.

The Work contains proprietary information and trade secrets belonging to Licensor and/or its licensors and is furnished to You on a strictly confidential basis. You agree not to disclose the Work to any person or entity except as provided in this Agreement, and to prevent unauthorized disclosure to any person using at least the same degree of care as You use to protect Your own most valuable confidential information, but in no event less than a reasonable degree of care. You will not use the Work for any purpose other than as permitted by this License. 

    1. Term and Termination.

This License is effective until terminated. Licensor may terminate this License at any time on notice to You if there is no agreement in effect for Your use of Other Licensor Software. You may terminate this License at any time on notice to Licensor. This License will terminate immediately, without notice from Licensor, if You fail to comply with any provision of this License. Upon termination of this Agreement, You will, at the election of Licensor, either return or delete all copies of the Work and all Derivative Works thereof, including all copies on any backup systems and certify in writing to Licensor that You have complied with Licensor’s instructions.  Sections 5-10 and the licenses granted in Section 3 will survive any termination of this License.

    1. Equitable Relief.

Because the licenses granted hereunder are personal and unique, and because You will have access to and become acquainted with confidential and proprietary information of Licensor, the unauthorized use or disclosure of which would cause irreparable harm and significant injury which would be difficult to ascertain and which would not be compensable by damages alone, You agree that, in addition to any and all legal remedies available to Licensor for Your breach of this License, Licensor will be entitled to seek equitable relief without the need for posting a bond.

    1. Miscellaneous.

This License is not assignable or transferable by You without the prior written consent of Licensor; any attempt to do so shall be void. If any provision of this License is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this License shall otherwise remain in full force and effect and enforceable. This License will be deemed to have been made in, and will be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. Any waivers or amendments shall be effective only if made in writing and signed by a representative of the respective parties authorized to bind the parties. Licensor may update the terms and conditions of this License from time to time by providing notice of such updates at  https://www.nexla.com/nexla-source-code-license/. Your continued use of Work and any Derivative Works thereof constitutes Your acceptance of the updates. If you do not agree to the updates, this License will terminate immediately and You must cease all use of the Work and any Derivative Works thereof.