CITIZENLAB COMMERCIAL LICENSE V2
PLEASE READ CAREFULLY THIS LICENSE AGREEMENT (THIS "AGREEMENT"), WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF THE CITIZENLAB SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED ("CITIZENLAB SOFTWARE"). BY USING ANY OF THE CITIZENLAB 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 CITIZENLAB 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.
This Agreement is entered into by and between CitizenLab NV ("CitizenLab") and You, or the legal entity on behalf of whom You are acting (as applicable, "You").
- LIMITED LICENSE
1.1 Limited License. Subject to the terms and conditions of Section 1.2 of this Agreement, CitizenLab 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 license to the CitizenLab Software in Source Code format, without the right to grant or authorize sublicenses, to prepare Derivative Works of the CitizenLab Software, provided You do not use the Source Code or resulting object code for any commercial or non-commercial purpose in a production or testing environment. The publication of the CitizenLab Software in Source Code is solely made for informational purposes.
1.2 Restrictions. Nothing in Section 1.1 grants You the right to (i) use the CitizenLab Software Source Code other than in accordance with Section 1.1 above, (ii) use a Derivative Work of the CitizenLab 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 CitizenLab Software Source Code, in whole or in part, to any third party or (iv) use CitizenLab Software Source Code (in Object Code or otherwise) for providing any software-as-a-service, service bureau services or as part of an application services provider (ASP) or other service offering (collectively, “SaaS Offering”); (v) alter or remove any Marks and Notices in the CitizenLab Software. If You have any question as to whether a specific use is permitted pursuant to this License, or are interested in obtaining CitizenLab's permission to engage in commercial use or non-commercial distribution of the CitizenLab Software, please contact hello@citizenlab.co.
1.3 Third Party Open Source Software. The CitizenLab Software may contain or be provided with third party open source libraries, components, utilities and other open source software (collectively, "Open Source Software"), which Open Source Software may have applicable license terms as identified on a website designated by CitizenLab. 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 (which terms shall not restrict the license rights granted to You hereunder, but may contain additional rights). To the extent any condition of this Agreement conflicts with any license to the Open Source Software, the Open Source Software license will govern with respect to such Open Source Software only. CitizenLab may also separately provide you with certain open source software that is licensed by CitizenLab. Your use of such CitizenLab open source software will not be governed by this Agreement, but by the applicable open source license terms.
- TERMINATION
2.1 Termination. This Agreement will automatically terminate, whether or not You receive notice of such Termination from CitizenLab, if You breach any of its provisions.
2.2 Post Termination. Upon any termination of this Agreement, for any reason, You shall promptly cease the use of the CitizenLab Software in Object Code format and cease use of the CitizenLab Software in Source Code format. For the avoidance of doubt, termination of this Agreement will not affect Your right to use CitizenLab Software, in either Object Code or Source Code formats, made available under the AGPLv3.
2.3 Survival. Sections 1.2, 2.3, 3, and 4 shall survive any termination or expiration of this Agreement.
- DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
3.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE CITIZENLAB SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND CITIZENLAB AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE CITIZENLAB SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CITIZENLAB AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE CITIZENLAB SOFTWARE, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, CITIZENLAB DOES NOT WARRANT RESULTS OF USE OR THAT THE CITIZENLAB SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE CITIZENLAB SOFTWARE WILL BE UNINTERRUPTED.
3.2 Limitation of Liability. IN NO EVENT SHALL CITIZENLAB OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH OR ARISING OUT OF THE USE OR INABILITY TO USE THE CITIZENLAB SOFTWARE, OR THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF CITIZENLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- MISCELLANEOUS
This Agreement completely and exclusively states the entire agreement of the parties regarding the subject matter herein, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement may be modified by CitizenLab from time to time, and any such modifications will be effective upon the "Posted Date" set forth at the top of the modified Agreement. If any provision hereof is held unenforceable, this Agreement will continue without said provision and be interpreted to reflect the original intent of the parties. This Agreement and any non-contractual obligation arising out of or in connection with it, is governed exclusively by Belgian law. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods. All disputes arising out of or in connection with this Agreement, including its existence and validity, shall be resolved by the courts with jurisdiction in Brussels, except where mandatory law provides for the courts at another location in Belgium to have jurisdiction. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any such action or proceeding in any of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar claim or defense. A breach or threatened breach, by You of Section 2 may cause irreparable harm for which damages at law may not provide adequate relief, and therefore CitizenLab shall be entitled to seek injunctive relief without being required to post a bond. You may not assign this Agreement (including by operation of law in connection with a merger or acquisition), in whole or in part to any third party without the prior written consent of CitizenLab, which may be withheld or granted by CitizenLab in its sole and absolute discretion. Any assignment in violation of the preceding sentence is void. Notices to CitizenLab may also be sent to legal@citizenlab.co.
- DEFINITIONS
The following terms have the meanings ascribed:
5.1 "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 fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity.
5.2 "Essential Features" means those features and functions of the CitizenLab Software that are eligible for use under a Basic license, as set forth at https://www.citizenlab.co, as may be modified by CitizenLab from time to time.
5.3 "CitizenLab Software" means the CitizenLab Software Source Code in any file containing a header stating the contents are subject to the CitizenLab Commercial License or which is contained in any repository folder labelled “/commercial”, unless a LICENSE file present in the directory subtree declares a different license.
5.4 "Derivative Work of the CitizenLab Software" means, for purposes of this Agreement, any modification(s) or enhancement(s) to the CitizenLab Software, which represent, as a whole, an original work of authorship.
5.5 "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 Features and Functions of the CitizenLab Software in Object Code, and (ii) permit Contractors and Your Affiliates to use the CitizenLab 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 CitizenLab software that is contrary to the terms and conditions of this Agreement.
5.6 "Marks and Notices" means all CitizenLab trademarks, trade names, logos and notices present on the Documentation as originally provided by CitizenLab.
5.7 "Non-production Environment" means an environment for development, testing or quality assurance, where software is not used for production purposes.
5.8 "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.
5.9 "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.
5.10 "Subscription" means the right to receive Support Services and a License to the CitizenLab Software.