{
  "key": "axoniq-osla-1.0",
  "short_name": "AxonIQ Open Source License 1.0",
  "name": "AxonIQ Open Source License Agreement v1.0",
  "category": "Proprietary Free",
  "owner": "AxonIQ",
  "homepage_url": "https://github.com/AxonIQ/axon-server-plugin-api/blob/master/LICENSE",
  "spdx_license_key": "LicenseRef-scancode-axoniq-osla-1.0",
  "ignorable_urls": [
    "https://axoniq.io/"
  ],
  "ignorable_emails": [
    "license@axoniq.io",
    "support@axoniq.io"
  ],
  "text": "AXONIQ OPEN SOURCE LICENSE AGREEMENT \u2013 v1.0\n\nPLEASE READ CAREFULLY THIS LICENSE AGREEMENT (THIS \"AGREEMENT\"), WHICH\nCONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF\nALL OF THE SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED (\"SOFTWARE\")\nTHAT IS PROVIDED IN OBJECT CODE FORMAT, AND, IN ACCORDANCE WITH SECTION\n2 BELOW, THE SOFTWARE THAT IS PROVIDED IN SOURCE CODE FORMAT. BY\nINSTALLING OR USING ANY OF THE SOFTWARE GOVERNED BY THIS AGREEMENT, YOU\nARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO\nNOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE\nSOFTWARE GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING THE\nSOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU\nHAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS\nAGREEMENT ON BEHALF OF SUCH ENTITY.\n\n1. Definitions\n\n1.1 \u201cAxonIQ\u201d means AxonIQ B.V., Vliegend Hertlaan 43, 3526 KT, Utrecht,\n    The Netherlands.\n1.2 \u201cAffiliate\u201d means, with respect to a party, any entity that controls, is\n    controlled by, or which is under common control with, such party, where\n    \u201ccontrol\u201d means ownership of at least 50% of the outstanding voting shares\n    of the entity.\n1.3 \u201cAgreement\u201d means this open core license agreement. 1.4 \" Software\" means\n    the AxonIQ Software in Object Code or Source Code in any file containing a\n    header stating the contents are subject to this License unless a License\n    file present in the directory subtree declares a different license.\n1.5 \"Derivative Work of the Software\" means, for purposes of this Agreement,\n    any modification(s) or enhancement(s) to the Software, which represent, as\n    a whole, an original work of authorship.\n1.6 \u201cDocumentation\u201d means the user guides and manuals for the installation and\n    use of the Software, provided in electronic form.\n1.7 \"License\" means a limited, non-exclusive, non-transferable, fully paid up,\n    royalty free, right and license, without the right to grant or authorize\n    sublicenses, solely for your internal business operations to\n    (i)  install and use the applicable Software in Object Code, and\n    (ii) permit your contractors and your Affiliates to use the Software as set\n         forth in (i) above, provided that such use by contractors must be\n         solely for your benefit and/or the benefit of your Affiliates, and you\n         shall be responsible for all acts and omissions of such contractors\n         and Affiliates in connection with their use of the Software that are\n         contrary to the terms and conditions of this Agreement.\n1.8 \"Marks and Notices\" means all AxonIQ trademarks, trade names, logos and\n    notices present on the Documentation as originally provided by AxonIQ.\n1.9 \"Non-production Environment\" means an environment for development, testing\n    or quality assurance, where software is not used for production purposes.\n1.10 \"Object Code\" means any form resulting from mechanical transformation or\n    translation of Source Code form, including but not limited to compiled\n    object code, generated documentation, and conversions to other media types.\n1.11 \"Source Code\" means the preferred form of computer software for making\n    modifications, including but not limited to software source code,\n    documentation source, and configuration files.\n1.12 \u201cSoftware\u201d means the computer software programs in object code\n    (machine-readable) form only for which Licensee is granted a license\n    hereunder, the Documentation therefor and Updates thereto.\n1.13 \u201cUpdate\u201d means:\n    (i)  supplemental programs, if and when developed and distributed by AxonIQ,\n         that may contain bug fixes or improved program functions for the\n         Software; and\n    (ii) a subsequent release of the Software, if and when developed by AxonIQ,\n         which AxonIQ makes available for licensees that have an annual software\n         support agreement. An Update does not include any release, new version,\n         option, or future product, which AxonIQ licenses separately.\n\n2. Object Code End User Licenses, Restrictions and Third-Party Open\n   Source Software\n\n2.1 Object Code End User License. Subject to the terms and conditions of\nSection 2.2 of this Agreement, AxonIQ hereby grants to you, at no charge\nand for so long as you are not in breach of any provision of this\nAgreement, a License to the Software.\n\n2.2 Reservation of Rights; Restrictions. As between AxonIQ and you, AxonIQ and its licensors own\nall right, title and interest in and to the AxonIQ Software, and except\nas expressly set forth in Sections 2.1, and 3.1 of this Agreement, no\nother license to the AxonIQ Software is granted to you under this\nAgreement, by implication, estoppel or otherwise. You agree not to:\n    (i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce\n        any  AxonIQ Software provided to you in Object Code, or any portion\n        thereof, to  Source Code, except and only to the extent any such\n        restriction is prohibited  by applicable law,\n    (ii) except as expressly\n        permitted in this Agreement,  prepare  derivative works from, modify,\n        copy or use the AxonIQ Software Object  Code or the Commercial Software\n        Source Code in any manner;\n    (iii) except as  expressly permitted in\n        Section 2.1 above, transfer, sell, rent, lease,  distribute, sublicense,\n        loan or otherwise transfer, AxonIQ Software Object  Code, in whole or in\n        part, to any third party;\n    (iv) use AxonIQ Software  Object Code for\n        providing time-sharing services, any software-as-a-service,  service\n        bureau services or as part of an application services provider or  other\n        service offering (collectively, \"SaaS Offering\") where obtaining access\n        to the AxonIQ Software or the features and functions of the AxonIQ\n        Software  is a primary reason or substantial motivation for users of the\n        SaaS Offering  to access and/or use the SaaS Offering (\"Prohibited SaaS\n        Offering\");\n    (v) circumvent the limitations on use of AxonIQ Software\n        provided to you in  Object Code format that are imposed or preserved by\n        any License Key, or\n    (vi)  alter or remove any Marks and Notices in the AxonIQ Software.\nIf you have any question as to whether a specific SaaS\nOffering constitutes a Prohibited SaaS Offering, or are interested in\nobtaining AxonIQ's permission to engage in commercial or non-commercial\ndistribution of the AxonIQ Software, please contact license@axoniq.io.\n\n2.3 Open source software. The Software may contain or be provided with open\nsource software, which may have applicable license terms as identified or\nprovided with the documentation. Notwithstanding anything to the contrary\nherein, use of the open source software shall be subject to the license terms\nand conditions applicable to such open source software, to the extent required\nby the applicable licensor.\n\nCertain components of the Software may be subject to open-source software\nlicenses (\"Open-Source Components\"), which means any software license approved\nas open-source licenses by the Open Source Initiative or any substantially\nsimilar licenses, including without limitation any license that, as a condition\nof distribution of the software licensed under such license, requires that the\ndistributor make the software available in source code format. The Software\ndocumentation includes an overview including references to the licenses\napplicable to the Open-Source Components.\n\nTo the extent there is conflict between the license terms covering the\nOpen-Source Components and this Agreement, the terms of such licenses will apply\nin lieu of the terms of this Agreement. To the extent the terms of the licenses\napplicable to Open-Source Components prohibit any of the restrictions in this\nAgreement with respect to such Open-Source Component, such restrictions will not\napply to such Open-Source Component. To the extent the terms of the licenses\napplicable to Open-Source Components require Licensor to make an offer to\nprovide source code in connection with the Product, such offer is hereby made,\nand you may exercise it by contacting support@axoniq.io. AxonIQ may also\nseparately provide you with certain open source software that is licensed by\nAxonIQ. Your use of such AxonIQ open source software will not be governed by\nthis Agreement, but by the applicable open source license terms.\n\n3. Commercial Software Source Code\n\n3.1 Limited License. Subject to the terms and conditions of Section 3.2\nof this Agreement, AxonIQ hereby grants to you, at no charge and for so\nlong as you are not in breach of any provision of this Agreement, a\nlimited, non-exclusive, non-transferable, fully paid up royalty free\nright and license to the Commercial Software in Source Code format,\nwithout the right to grant or authorize sublicenses, to prepare\nDerivative Works of the Commercial Software, provided you (i) do not\nhack the licensing mechanism, or otherwise circumvent the intended\nlimitations on the use of the Software to enable features you are\nentitled to as part of a Subscription, and (ii) use the resulting object\ncode only for reasonable testing purposes.\n\n3.2 Restrictions. Nothing in Section 3.1 grants you the right to\n    (i)   use the Commercial Software Source Code other than in accordance with\n          Section 3.1 above,\n    (ii)  use a Derivative Work of the Commercial Software outside of a\n          Non-production Environment, in any production capacity, on a temporary\n          or permanent basis, or\n    (iii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise\n          make available the Commercial Software Source Code, in whole or in\n          part, to any third party. Notwithstanding the foregoing, you may\n          maintain a copy of the repository in which the Source Code of the\n          Commercial Software resides, and that copy may be publicly accessible,\n          provided that you include this Agreement with your copy of the\n          repository.\n\n3.3 High-Risk Use. Unless AxonIQ gives its prior written consent and is\nconsulted regarding the specific deployment, system set-up and Software support\nplan, you have  no right to use (and must not use) the Software in any\napplication or situation where the failure of the Software could lead to death\nor serious bodily injury of any person, or to severe physical or environmental\ndamage (\u201cHigh Risk Use\u201d). High Risk Use does not include utilization of the\nSoftware for administrative purposes, to store configuration data, engineering\nand/or configuration tools, or other applications, the failure of which would\nnot result in death, personal injury, or severe physical or environmental\ndamage. You agrees to indemnify and hold harmless AxonIQ from any third-party\nclaim arising out of your use of the Software in connection with any High-Risk\nUse.\n\n3.4 Ownership. AxonIQ retains all title, copyright and other proprietary rights\nin, and ownership of, the Software regardless of the media upon which the\noriginal or any copy may be recorded or fixed. The Software is licensed, not\nsold.\n\n4. Verification/Audit\n\nAt AxonIQ\u2019s written request, not more frequently than annually, you will furnish\nAxonIQ with a signed certification verifying that the Software is being used in\naccordance with the provisions of this Agreement. AxonIQ may audit your use of\nthe Software. Any such audit will be conducted during regular business hours\nat your facilities and will not unreasonably interfere with your business\nactivities.\n\n5. Limited Warranties and Disclaimers\n\nTO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED\n\"AS IS\" WITHOUT WARRANTY OF ANY KIND, AND AXONIQ AND ITS LICENSORS MAKE NO\nWARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE\nSOFTWARE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AXONIQ AND ITS\nLICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,\nFITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE\nSOFTWARE, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, AXONIQ DOES NOT\nWARRANT RESULTS OF USE OR THAT THE SOFTWARE WILL BE ERROR FREE OR THAT THE USE\nOF THE SOFTWARE WILL BE UNINTERRUPTED.\n\n6. Confidentiality\n\nThe Software, including the Documentation, the terms under this Agreement, and\nany other information that may be marked as confidential is the confidential and\nproprietary information of AxonIQ (\u201cConfidential Information\u201d). Results of any\nbenchmark tests on the Software run by you may not be disclosed outside of your\norganization without the prior written consent of AxonIQ. Licensee will hold\nthe Confidential Information in strict confidence during the term of this\nAgreement and for a period of five (5) years thereafter. You will take\nreasonable steps to ensure that your employees, contractors and agents also\ncomply with the confidentiality obligations of this Section 6.\n\n7. Liability Limitations\n\n7.1 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT\nWILL AXONIQ, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION\nOR DELIVERY OF THE SOFTWARE, INCLUDING AXONIQ LICENSORS, BE LIABLE FOR ANY\nDIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR\nDAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED\nBY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF\nAXONIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n8. Third Party Software\n\nThe Software may incorporate, embed or be bundled with software or components\nthat are owned by third parties. Use of a AxonIQ Licensor\u2019s software or\ncomponents is governed by the terms and conditions contained in such AxonIQ\nLicensor\u2019s end user license agreement, a copy of which will be provided with\ndelivery of such AxonIQ Licensor\u2019s software.\n\n9. General Terms\n\n9.1 Governing Law and Dispute Resolution. This Agreement will be governed by and\nconstrued in accordance with the laws of the Netherlands, excluding the U.N.\nConvention on Contracts for the International Sale of Goods. All disputes,\nclaims or controversies arising out of or relating to this Agreement that are\nnot resolved by the parties\u2019 good faith attempt to negotiate a resolution will\nbe submitted to the exclusive jurisdiction of the courts in Amsterdam, the\nNetherlands.\n\n9.2 Export Restrictions. You agrees to comply fully with\nall applicable international and national export laws and regulations,\nincluding the U.S Export Administration Regulations and the Office of\nForeign Asset Control Regulations, as well as end-use and destination\nrestrictions issued by the U.S and foreign governments to assure that\nneither the Software nor any direct product thereof are\n    (i)  exported, directly or indirectly, in violation of export laws; or\n    (ii) are intended to be used for any purposes prohibited by the export laws.\n\n9.3 Force Majeure. Neither party will be responsible to the other for any\nfailure or delay in its performance due to force majeure provided that such\nparty gives prompt written notice thereof to the other party and uses its\ndiligent efforts to resume performance.\n\n9.4 AxonIQ may amend these license terms and conditions at any time giving one\nmonths\u2019 prior notice. In case you do not agree to these modified terms you may\nterminate this Agreement and cease using the Software.\n\n9.5 Severability; Waiver. If a court of competent jurisdiction finds any\nprovision of this Agreement invalid or unenforceable, that provision of the\nAgreement will be amended to achieve as nearly as possible the intent of the\nparties, and the remainder of this Agreement will remain in full force and\neffect. The waiver by either party of a breach of any provision of this\nAgreement in one instance shall not operate or be construed as a waiver of any\nsubsequent breach of the same provision or any other provision of this\nAgreement .\n\n9.6 Notices. All notices required to be sent hereunder will be in writing and\naddressed to the address shown on https://axoniq.io). AxonIQ may give notices\napplicable to the Licensed Software or the Support Services by means of a\ngeneral notice on the AxonIQ portal for its services, and notices specific to\nLicensee by electronic mail to the e-mail address specified in the Software\nSchedule.\n\n9.7 Assignment. You may not assign this Agreement, in whole or in part, without\nAxonIQ\u2019s prior written consent. Any attempt to assign this Agreement without\nsuch consent will be null and void. Subject to the foregoing, this Agreement\nwill bind and inure to the benefit of each party's permitted successors and\nassigns.\n\n9.8 Survival. The Sections of this Agreement that by their nature survive\nexpiration or termination of the Agreement include but are not limited to the\nfollowing Sections, 4, 5, 6, 7, and 9.\n\n9.9 Entire Agreement. This Agreement constitutes the entire agreement between\nthe parties and supersedes all prior or contemporaneous agreements, written or\noral, concerning the subject matter of this Agreement. It is expressly agreed\nthat the terms of this Agreement will supersede the terms in any purchasing\ndocument submitted by you; and the terms of any purchasing document are\nexpressly rejected to the extent inconsistent with the terms of this Agreement."
}