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 – v1.0 PLEASE READ CAREFULLY THIS LICENSE AGREEMENT (THIS "AGREEMENT"), WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF ALL OF THE SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED ("SOFTWARE") THAT IS PROVIDED IN OBJECT CODE FORMAT, AND, IN ACCORDANCE WITH SECTION 2 BELOW, THE SOFTWARE THAT IS PROVIDED IN SOURCE CODE FORMAT. BY INSTALLING OR USING ANY OF THE SOFTWARE GOVERNED BY THIS AGREEMENT, YOU ARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE SOFTWARE GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING 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. 1. Definitions 1.1 “AxonIQ” means AxonIQ B.V., Vliegend Hertlaan 43, 3526 KT, Utrecht, The Netherlands. 1.2 “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where “control” means ownership of at least 50% of the outstanding voting shares of the entity. 1.3 “Agreement” means this open core license agreement. 1.4 " Software" means the AxonIQ Software in Object Code or Source Code in any file containing a header stating the contents are subject to this License unless a License file present in the directory subtree declares a different license. 1.5 "Derivative Work of the Software" means, for purposes of this Agreement, any modification(s) or enhancement(s) to the Software, which represent, as a whole, an original work of authorship. 1.6 “Documentation” means the user guides and manuals for the installation and use of the Software, provided in electronic form. 1.7 "License" means a limited, non-exclusive, non-transferable, fully paid up, royalty free, right and license, without the right to grant or authorize sublicenses, solely for your internal business operations to (i) install and use the applicable Software in Object Code, and (ii) permit your contractors and your Affiliates to use the Software as set forth in (i) above, provided that such use by contractors must be solely for your benefit and/or the benefit of your Affiliates, and you shall be responsible for all acts and omissions of such contractors and Affiliates in connection with their use of the Software that are contrary to the terms and conditions of this Agreement. 1.8 "Marks and Notices" means all AxonIQ trademarks, trade names, logos and notices present on the Documentation as originally provided by AxonIQ. 1.9 "Non-production Environment" means an environment for development, testing or quality assurance, where software is not used for production purposes. 1.10 "Object Code" means any form resulting from mechanical transformation or translation of Source Code form, including but not limited to compiled object code, generated documentation, and conversions to other media types. 1.11 "Source Code" means the preferred form of computer software for making modifications, including but not limited to software source code, documentation source, and configuration files. 1.12 “Software” means the computer software programs in object code (machine-readable) form only for which Licensee is granted a license hereunder, the Documentation therefor and Updates thereto. 1.13 “Update” means: (i) supplemental programs, if and when developed and distributed by AxonIQ, that may contain bug fixes or improved program functions for the Software; and (ii) a subsequent release of the Software, if and when developed by AxonIQ, which AxonIQ makes available for licensees that have an annual software support agreement. An Update does not include any release, new version, option, or future product, which AxonIQ licenses separately. 2. Object Code End User Licenses, Restrictions and Third-Party Open Source Software 2.1 Object Code End User License. Subject to the terms and conditions of Section 2.2 of this Agreement, AxonIQ hereby grants to you, at no charge and for so long as you are not in breach of any provision of this Agreement, a License to the Software. 2.2 Reservation of Rights; Restrictions. As between AxonIQ and you, AxonIQ and its licensors own all right, title and interest in and to the AxonIQ Software, and except as expressly set forth in Sections 2.1, and 3.1 of this Agreement, no other license to the AxonIQ Software is granted to you under this Agreement, by implication, estoppel or otherwise. You agree not to: (i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any AxonIQ Software provided to you in Object Code, or any portion thereof, to Source Code, except and only to the extent any such restriction is prohibited by applicable law, (ii) except as expressly permitted in this Agreement, prepare derivative works from, modify, copy or use the AxonIQ Software Object Code or the Commercial Software Source Code in any manner; (iii) except as expressly permitted in Section 2.1 above, transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer, AxonIQ Software Object Code, in whole or in part, to any third party; (iv) use AxonIQ Software Object Code for providing time-sharing services, any software-as-a-service, service bureau services or as part of an application services provider or other service offering (collectively, "SaaS Offering") where obtaining access to the AxonIQ Software or the features and functions of the AxonIQ Software is a primary reason or substantial motivation for users of the SaaS Offering to access and/or use the SaaS Offering ("Prohibited SaaS Offering"); (v) circumvent the limitations on use of AxonIQ Software provided to you in Object Code format that are imposed or preserved by any License Key, or (vi) alter or remove any Marks and Notices in the AxonIQ Software. If you have any question as to whether a specific SaaS Offering constitutes a Prohibited SaaS Offering, or are interested in obtaining AxonIQ's permission to engage in commercial or non-commercial distribution of the AxonIQ Software, please contact license@axoniq.io. 2.3 Open source software. The Software may contain or be provided with open source software, which may have applicable license terms as identified or provided with the documentation. Notwithstanding anything to the contrary herein, use of the open source software shall be subject to the license terms and conditions applicable to such open source software, to the extent required by the applicable licensor. Certain components of the Software may be subject to open-source software licenses ("Open-Source Components"), which means any software license approved as open-source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. The Software documentation includes an overview including references to the licenses applicable to the Open-Source Components. To the extent there is conflict between the license terms covering the Open-Source Components and this Agreement, the terms of such licenses will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open-Source Components prohibit any of the restrictions in this Agreement with respect to such Open-Source Component, such restrictions will not apply to such Open-Source Component. To the extent the terms of the licenses applicable to Open-Source Components require Licensor to make an offer to provide source code in connection with the Product, such offer is hereby made, and you may exercise it by contacting support@axoniq.io. AxonIQ may also separately provide you with certain open source software that is licensed by AxonIQ. Your use of such AxonIQ open source software will not be governed by this Agreement, but by the applicable open source license terms. 3. Commercial Software Source Code 3.1 Limited License. Subject to the terms and conditions of Section 3.2 of this Agreement, AxonIQ hereby grants to you, at no charge and for so long as you are not in breach of any provision of this Agreement, a limited, non-exclusive, non-transferable, fully paid up royalty free right and license to the Commercial Software in Source Code format, without the right to grant or authorize sublicenses, to prepare Derivative Works of the Commercial Software, provided you (i) do not hack the licensing mechanism, or otherwise circumvent the intended limitations on the use of the Software to enable features you are entitled to as part of a Subscription, and (ii) use the resulting object code only for reasonable testing purposes. 3.2 Restrictions. Nothing in Section 3.1 grants you the right to (i) use the Commercial Software Source Code other than in accordance with Section 3.1 above, (ii) use a Derivative Work of the Commercial Software outside of a Non-production Environment, in any production capacity, on a temporary or permanent basis, or (iii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise make available the Commercial Software Source Code, in whole or in part, to any third party. Notwithstanding the foregoing, you may maintain a copy of the repository in which the Source Code of the Commercial Software resides, and that copy may be publicly accessible, provided that you include this Agreement with your copy of the repository. 3.3 High-Risk Use. Unless AxonIQ gives its prior written consent and is consulted regarding the specific deployment, system set-up and Software support plan, you have no right to use (and must not use) the Software in any application or situation where the failure of the Software could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). High Risk Use does not include utilization of the Software for administrative purposes, to store configuration data, engineering and/or configuration tools, or other applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. You agrees to indemnify and hold harmless AxonIQ from any third-party claim arising out of your use of the Software in connection with any High-Risk Use. 3.4 Ownership. AxonIQ retains all title, copyright and other proprietary rights in, and ownership of, the Software regardless of the media upon which the original or any copy may be recorded or fixed. The Software is licensed, not sold. 4. Verification/Audit At AxonIQ’s written request, not more frequently than annually, you will furnish AxonIQ with a signed certification verifying that the Software is being used in accordance with the provisions of this Agreement. AxonIQ may audit your use of the Software. Any such audit will be conducted during regular business hours at your facilities and will not unreasonably interfere with your business activities. 5. Limited Warranties and Disclaimers TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND AXONIQ AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AXONIQ AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, AXONIQ DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED. 6. Confidentiality The Software, including the Documentation, the terms under this Agreement, and any other information that may be marked as confidential is the confidential and proprietary information of AxonIQ (“Confidential Information”). Results of any benchmark tests on the Software run by you may not be disclosed outside of your organization without the prior written consent of AxonIQ. Licensee will hold the Confidential Information in strict confidence during the term of this Agreement and for a period of five (5) years thereafter. You will take reasonable steps to ensure that your employees, contractors and agents also comply with the confidentiality obligations of this Section 6. 7. Liability Limitations 7.1 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL AXONIQ, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING AXONIQ LICENSORS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF AXONIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. Third Party Software The Software may incorporate, embed or be bundled with software or components that are owned by third parties. Use of a AxonIQ Licensor’s software or components is governed by the terms and conditions contained in such AxonIQ Licensor’s end user license agreement, a copy of which will be provided with delivery of such AxonIQ Licensor’s software. 9. General Terms 9.1 Governing Law and Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the Netherlands, excluding the U.N. Convention on Contracts for the International Sale of Goods. All disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by the parties’ good faith attempt to negotiate a resolution will be submitted to the exclusive jurisdiction of the courts in Amsterdam, the Netherlands. 9.2 Export Restrictions. You agrees to comply fully with all applicable international and national export laws and regulations, including the U.S Export Administration Regulations and the Office of Foreign Asset Control Regulations, as well as end-use and destination restrictions issued by the U.S and foreign governments to assure that neither the Software nor any direct product thereof are (i) exported, directly or indirectly, in violation of export laws; or (ii) are intended to be used for any purposes prohibited by the export laws. 9.3 Force Majeure. Neither party will be responsible to the other for any failure or delay in its performance due to force majeure provided that such party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance. 9.4 AxonIQ may amend these license terms and conditions at any time giving one months’ prior notice. In case you do not agree to these modified terms you may terminate this Agreement and cease using the Software. 9.5 Severability; Waiver. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect. The waiver by either party of a breach of any provision of this Agreement in one instance shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement . 9.6 Notices. All notices required to be sent hereunder will be in writing and addressed to the address shown on https://axoniq.io). AxonIQ may give notices applicable to the Licensed Software or the Support Services by means of a general notice on the AxonIQ portal for its services, and notices specific to Licensee by electronic mail to the e-mail address specified in the Software Schedule. 9.7 Assignment. You may not assign this Agreement, in whole or in part, without AxonIQ’s prior written consent. Any attempt to assign this Agreement without such consent will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns. 9.8 Survival. The Sections of this Agreement that by their nature survive expiration or termination of the Agreement include but are not limited to the following Sections, 4, 5, 6, 7, and 9. 9.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, written or oral, concerning the subject matter of this Agreement. It is expressly agreed that the terms of this Agreement will supersede the terms in any purchasing document submitted by you; and the terms of any purchasing document are expressly rejected to the extent inconsistent with the terms of this Agreement.