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| 1 | + Traceable Community License Agreement |
| 2 | + Version 1.0, July 2020 |
| 3 | + |
| 4 | +This Traceable Community License Agreement Version 1.0 (the “Agreement”) sets |
| 5 | +forth the terms on which Traceable, Inc. (“Traceable”) makes available certain |
| 6 | +software made available by Traceable under this Agreement (the “Software”). BY |
| 7 | +INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE, |
| 8 | +YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO |
| 9 | +SUCH TERMS AND CONDITIONS, YOU MUST NOT USE THE SOFTWARE. IF YOU ARE RECEIVING |
| 10 | +THE SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU |
| 11 | +HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS |
| 12 | +AGREEMENT ON BEHALF OF SUCH ENTITY. “Licensee” means you, an individual, or |
| 13 | +the entity on whose behalf you are receiving the Software. |
| 14 | + |
| 15 | + 1. LICENSE GRANT AND CONDITIONS. |
| 16 | + |
| 17 | + 1.1 License. Subject to the terms and conditions of this Agreement, |
| 18 | + Traceable hereby grants to Licensee a non-exclusive, royalty-free, |
| 19 | + worldwide, non-transferable, non-sublicenseable license during the term |
| 20 | + of this Agreement to: (a) use the Software; (b) prepare modifications and |
| 21 | + derivative works of the Software; (c) distribute the Software (including |
| 22 | + without limitation in source code or object code form); and (d) reproduce |
| 23 | + copies of the Software (the “License”). Licensee is not granted the |
| 24 | + right to, and Licensee shall not, exercise the License for an Excluded |
| 25 | + Purpose. For purposes of this Agreement, “Excluded Purpose” means making |
| 26 | + available any software-as-a-service, platform-as-a-service, |
| 27 | + infrastructure-as-a-service or other similar online service that competes |
| 28 | + with Traceable products or services that provide the Software. |
| 29 | + |
| 30 | + 1.2 Conditions. In consideration of the License, Licensee’s distribution |
| 31 | + of the Software is subject to the following conditions: |
| 32 | + |
| 33 | + (a) Licensee must cause any Software modified by Licensee to carry |
| 34 | + prominent notices stating that Licensee modified the Software. |
| 35 | + |
| 36 | + (b) On each Software copy, Licensee shall reproduce and not remove or |
| 37 | + alter all Traceable or third party copyright or other proprietary |
| 38 | + notices contained in the Software, and Licensee must provide the |
| 39 | + notice below with each copy. |
| 40 | + |
| 41 | + “This software is made available by Traceable, Inc., under the |
| 42 | + terms of the Traceable Community License Agreement, Version 1.0. |
| 43 | + BY INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF |
| 44 | + THE SOFTWARE, YOU AGREE TO THE TERMS OF SUCH LICENSE AGREEMENT.” |
| 45 | + |
| 46 | + 1.3 Licensee Modifications. Licensee may add its own copyright notices |
| 47 | + to modifications made by Licensee and may provide additional or different |
| 48 | + license terms and conditions for use, reproduction, or distribution of |
| 49 | + Licensee’s modifications. While redistributing the Software or |
| 50 | + modifications thereof, Licensee may choose to offer, for a fee or free of |
| 51 | + charge, support, warranty, indemnity, or other obligations. Licensee, and |
| 52 | + not Traceable, will be responsible for any such obligations. |
| 53 | + |
| 54 | + 1.4 No Sublicensing. The License does not include the right to |
| 55 | + sublicense the Software, however, each recipient to which Licensee |
| 56 | + provides the Software may exercise the Licenses so long as such recipient |
| 57 | + agrees to the terms and conditions of this Agreement. |
| 58 | + |
| 59 | + 2. TERM AND TERMINATION. This Agreement will continue unless and until |
| 60 | + earlier terminated as set forth herein. If Licensee breaches any of its |
| 61 | + conditions or obligations under this Agreement, this Agreement will |
| 62 | + terminate automatically and the License will terminate automatically and |
| 63 | + permanently. |
| 64 | + |
| 65 | + 3. INTELLECTUAL PROPERTY. As between the parties, Traceable will retain all |
| 66 | + right, title, and interest in the Software, and all intellectual property |
| 67 | + rights therein. Traceable hereby reserves all rights not expressly granted |
| 68 | + to Licensee in this Agreement. Traceable hereby reserves all rights in its |
| 69 | + trademarks and service marks, and no licenses therein are granted in this |
| 70 | + Agreement. |
| 71 | + |
| 72 | + 4. DISCLAIMER. TRACEABLE HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND |
| 73 | + CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY |
| 74 | + DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR |
| 75 | + PURPOSE, WITH RESPECT TO THE SOFTWARE. |
| 76 | + |
| 77 | + 5. LIMITATION OF LIABILITY. TRACEABLE WILL NOT BE LIABLE FOR ANY DAMAGES OF |
| 78 | + ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL, |
| 79 | + SPECIAL, INCIDENTAL, INDIRECT, OR DIRECT DAMAGES, HOWEVER CAUSED AND ON ANY |
| 80 | + THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THE FOREGOING SHALL |
| 81 | + APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. |
| 82 | + |
| 83 | + 6.GENERAL. |
| 84 | + |
| 85 | + 6.1 Governing Law. This Agreement will be governed by and interpreted in |
| 86 | + accordance with the laws of the state of California, without reference to |
| 87 | + its conflict of laws principles. If Licensee is located within the |
| 88 | + United States, all disputes arising out of this Agreement are subject to |
| 89 | + the exclusive jurisdiction of courts located in San Francisco County, |
| 90 | + California. USA. If Licensee is located outside of the United States, |
| 91 | + any dispute, controversy or claim arising out of or relating to this |
| 92 | + Agreement will be referred to and finally determined by arbitration in |
| 93 | + accordance with the JAMS International Arbitration Rules. The tribunal |
| 94 | + will consist of one arbitrator. The place of arbitration will be San |
| 95 | + Francisco, California. The language to be used in the arbitral proceedings |
| 96 | + will be English. Judgment upon the award rendered by the arbitrator may |
| 97 | + be entered in any court having jurisdiction thereof. |
| 98 | + |
| 99 | + 6.2 Assignment. Licensee is not authorized to assign its rights under |
| 100 | + this Agreement to any third party. Traceable may freely assign its rights |
| 101 | + under this Agreement to any third party. |
| 102 | + |
| 103 | + 6.3 Other. This Agreement is the entire agreement between the parties |
| 104 | + regarding the subject matter hereof. No amendment or modification of |
| 105 | + this Agreement will be valid or binding upon the parties unless made in |
| 106 | + writing and signed by the duly authorized representatives of both |
| 107 | + parties. In the event that any provision, including without limitation |
| 108 | + any condition, of this Agreement is held to be unenforceable, this |
| 109 | + Agreement and all licenses and rights granted hereunder will immediately |
| 110 | + terminate. Waiver by Traceable of a breach of any provision of this |
| 111 | + Agreement or the failure by Traceable to exercise any right hereunder |
| 112 | + will not be construed as a waiver of any subsequent breach of that right |
| 113 | + or as a waiver of any other right. |
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