LICENSE

Quadratic Source Available License 
==================================

THIS SUMMARY PROVIDES AN OVERVIEW OF THE KEY TERMS OF THIS LICENSE, BUT YOU
ACKNOWLEDGE AND AGREE THE ACTUAL AGREEMENT IS SET FORTH IN THE TERMS IN SECTIONS
BELOW.

Summary 
-------

You are free to do the following: 
- Read and reference the source code. 
- Install and use the Software and Derivatives for Your Personal Use. 
- Make Derivatives of the Software under your authorized Personal Use. 
- Submit Derivatives as contributions to Licensor.

You may not: 
- Distribute the Software or any Derivatives. 
- Deploy and use the Software inside of your business without a commercial license. 
- Resell or provide the software to any third parties. 
- Share the software or derivatives with any third parties.

No warranties are given and Licensor shall have no liability to you related to
your use of the Software.

1. Acceptance 
-------------

This Software License Agreement (this “License”) is entered into on the
Effective Date (defined below) by and between Quadratic Growth, Inc.
(“Licensor”), and You (defined below).  

By downloading or otherwise accessing or using the Software, You acknowledge and
agree to be bound by the terms of this License.  The parties agree as follows. 

2. DEFINITIONS 
--------------

“Derivatives” means material created by You that is derived from or based upon
the Software and in which the Software is added to or modified in a manner that
would otherwise require permission by the Licensor. 

“Effective Date” means the date that You download or otherwise obtain a copy of
the Software from the Licensor.

“Software” means the source and object code of Licensor’s Quadratic Software and
any other related materials that are made available to You by Licensor under
this License.

“Personal Use” means your individual use of the Software to learn about the
functioning of the Software from the code, use the Software to familiarize
yourself with its features and functionalities, review the quality of the code,
perform a security review, create improvements for submission as a pull request
related to one or more of the uses above, or other similar uses.

“You” means the individual or entity entering into this License. “Your” has a
corresponding meaning.

3.  SCOPE 
---------

3.1  License grant. Subject to the terms and conditions of this License, the
Licensor hereby grants You a limited, worldwide, royalty-free,
non-sublicensable, non-transferrable, and non-exclusive license during the Term
to (a) create Derivatives of the Software, in whole or in part, for Your
Personal Use; (b) use one installed instance of the Software and any Derivatives
solely for Your Personal Use; and (c) reproduce one copy of the Software and any
Derivatives solely for Your backup purposes.

3.2  Restrictions.  For the avoidance of doubt, the license granted herein does
not include any right or permission to: (a) distribute the Software or
Derivatives; (b) share the Software or Derivatives with any third party; (c)
offer the Software or Derivatives to the public or as part of a service bureau;
(d) allow any third party to access or use the Software or Derivatives; (e)
operate the Software or Derivatives in any collaborative, team, or multi-user
environment; (f) host the Software or Derivatives on behalf of any third-party;
and (g) disclose or publish all or any portion of the Software or Derivatives.

3.3  No endorsement. Nothing in this License constitutes or may be construed as
permission to assert or imply that You are, or that Your use of the Software is,
connected with, or sponsored, endorsed, or granted official status by, the
Licensor.

3.4  No right to updates.  The license granted herein does not include any right
to receive any improvements, updates, fixes, or new versions and Licensors
reserves the right to offer such to You in its sole discretion.

3.5 Submitting Contributions to Licensor.  You may contribute Your Derivatives
to Licensor’s GitHub repository, and you agree that if you make such
contributions, they will be governed by  the terms of Licensor’s then-current
contributor license agreement.  

4.  INTELLECTUAL PROPERTY 
-------------------------

4.1  Limited License. The Software is licensed, not sold. Licensor and its
suppliers exclusively own and retain all rights, title, and interest in and to
the Software, including all intellectual property rights therein.
Notwithstanding anything to the contrary in this License, no license or right is
granted in this License except as specifically and expressly stated herein. 

4.2  Open Source Software. Certain items of independent, third-party code may be
included in the Software that are subject to open source licenses (“Open Source
Software”). Nothing in this License limits You’s rights under, or grants You
rights that supersede, the terms and conditions of any applicable end user
license for such Open Source Software. 

4.3  Feedback. If You provide any feedback, comments, or ideas to Licensor
regarding the Software or improvements thereto (“Feedback”), You hereby grant
Licensor a royalty-free, worldwide, transferable, sub-licensable, irrevocable,
perpetual license to use or incorporate the Feedback into the Software.

5.  DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
--------------------------------------------------------

5.1  DISCLAIMER. TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, THE LICENSOR
PROVIDES THE SOFTWARE AS-IS AND AS-AVAILABLE, AND MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND CONCERNING THE SOFTWARE WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHER. THIS INCLUDES, WITHOUT LIMITATION, WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ABSENCE OF
LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS, WHETHER
OR NOT KNOWN OR DISCOVERABLE. 

5.2  LIMITATION OF LIABILITY. TO THE GREATEST EXTENT ALLOWED BY LAW, IN NO EVENT
WILL THE LICENSOR BE LIABLE TO YOU UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER LOSSES, COSTS,
EXPENSES, OR DAMAGES ARISING OUT OF THIS LICENSE OR USE OF THE SOFTWARE, EVEN IF
THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, COSTS,
EXPENSES, OR DAMAGES. 

5.3  Effect. The disclaimer of warranties and limitation of liability provided
above shall be interpreted in a manner that, to the extent possible, most
closely approximates an absolute disclaimer and waiver of all liability. 

6.  TERM AND TERMINATION 
------------------------

6.1  Term. This License shall commence on the Effective Date and continue for
two years or until otherwise terminated as provided in this section (the
“Term”).

6.2  Termination for Cause.  If You fail to comply with this License, then Your
rights under this License terminate automatically.  

6.3  Reinstatement.  Where Your right to use the Software has terminated under
Section 6.2, the license reinstates: (a) automatically as of the date the
violation is cured, provided it is cured within thirty (30) days of Your
discovery of the violation: or (b) upon express reinstatement by the Licensor.

6.4  Termination by Licensor.  Licensor may terminate this License at any time
for any reason by providing you written notice. 

6.5  Termination by You.  You may terminate this License by ceasing to use the
Software and Derivatives and removing and permanently deleting any copies of the
Software and Derivatives entirely from Your system.  

6.6  Clarifications. For the avoidance of doubt, (a) the Licensor may also offer
the Software under separate terms or conditions or stop distributing the
Software at any time; however, doing so will not terminate this License, and (b)
this Section 6 does not affect any right the Licensor may have to seek remedies
for Your violations of this License. 

6.7 Sections 2, 3.5, 4, 5, 6.7, and 7 survive termination of this License.

7.  MISCELLANEOUS 
-----------------

7.1  Assignment. You may not assign or transfer, by operation of law or
otherwise, this License or any of its rights under this License to any third
party without Licensor’s prior written consent, such consent shall not be
unreasonably withheld or delayed.  The terms of this License will be binding
upon the parties and their respective successors and permitted assigns. 

7.2  Notices. To be effective, notices, consents, and approvals under this
License must be delivered in writing by electronic mail, courier, or certified
or registered mail, (postage prepaid and return receipt requested) to the other
party at the address for each party and will be effective upon receipt, except
that electronic mail may be used to distribute routine communications and to
obtain approvals and consents but may not be used for any other notices. Each
party may change its email address and/or address for receipt of notice by
giving notice of such change to the other party. 

7.3  Governing Law. This License will be governed by and interpreted in
accordance with the laws of the State of Colorado without reference to its
choice of law rules. If for any reason a dispute is of a nature that cannot be
resolved through the arbitration provision provided herein, the parties hereby
submit to the exclusive jurisdiction of, and waive any venue objections against,
state or federal courts sitting in Denver, Colorado in any litigation arising
out of this License or the Services. The United Nations Convention on Contracts
for the International Sale of Goods does not apply to this License. 

7.4 Remedies. Except as otherwise expressly provided in this License, the
parties’ rights and remedies under this License are cumulative. Each party
acknowledges and agrees that any actual or threatened breach of Sections 3.1, or
3.2 will constitute immediate, irreparable harm to the non-breaching party for
which monetary damages would be an inadequate remedy, that injunctive relief is
an appropriate remedy for such breach, and that if granted, the breaching party
agrees to waive any bond that would otherwise be required. If any legal action
is brought by a party to enforce this License, the prevailing party will be
entitled to receive its attorneys’ fees, court costs, and other legal expenses,
in addition to any other relief it may receive from the non-prevailing party.

7.5  Compliance with Laws. Each party shall comply with those laws, rules, and
regulations in jurisdictions within the United States that are specifically
applicable to the applicable party. 

7.6  Waivers. To be effective, any waivers must be in writing and signed by the
party to be charged. Any waiver or failure to enforce any provision of this
License on one occasion will not be deemed a waiver of any other provision or of
such provision on any other occasion.

7.7  Severability. If any provision of this License is, for any reason, held to
be unenforceable, the other provisions of this License will be unimpaired, and
the invalid or unenforceable provision will be deemed modified so that it is
valid and enforceable to the maximum extent permitted by law (unless such
modification is not permitted by law, in which case such provision will be
disregarded).

7.8  Entire License. This License constitutes the final and entire agreement
between the parties regarding the subject hereof and supersedes all other
agreements, whether written or oral, between the parties concerning such subject
matter. No amendment to this License will be effective unless in writing and
signed by the party to be charged.