LICENSE.txt

This work is dual licensed under "Apache 2.0" and the "Software License for q.so", users are required to abide by the terms of both licenses in their entirety. The terms of these licenses are included below

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                                  Apache 2.0
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                                 Apache License
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                        http://www.apache.org/licenses/

   TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

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***************************************************************************
                        License Terms for q.so
***************************************************************************

Software License for q.so 

KX Confidential 

Version Number: 1.0 
Date Last Revised: April 2023 

Software License Agreement for use of q.so (“Agreement”) 

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY DOWNLOADING OR USING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, WHICH MAY BE UPDATED FROM TIME TO TIME. “END USER” OR “YOU” MEANS YOU, THE USER OF THE SOFTWARE. 
YOU WARRANT THAT THE IDENTIFICATION DETAILS AND INFORMATION THAT YOU PROVIDE TO US, INCLUDING BUT NOT LIMITED TO, YOUR NAME, EMAIL ADDRESS, LOCATION, TELEPHONE NUMBER AND INTENDED USE ARE TRUE AND CORRECT. YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE AND LEGALLY BINDING. 
NO ACCESS OR USE OF THE SOFTWARE IS PERMITTED FROM THOSE COUNTRIES WHERE SUCH USE IS PROHIBITED BY TRADE CONTROL LAWS. 

This Agreement is made between KX Systems, Inc. (“KX” or “we”) and the End User for access and use of KX’s q.so software, any updates, new versions and/or any documentation provided to you by KX (jointly, the “Software”). You agree to use the Software subject to the terms and conditions set forth below which shall be subject to change from time to time. 

 1. LICENSE GRANTS 

1.1 Grant of License. KX hereby grants End User a non-transferable, non-exclusive license, without right of sublicense, to install and use the Software solely for the purpose of compiling and running the PyKX software made available by KX under separate licensing terms. End User will not attempt to circumvent any restrictions imposed on the Software or use the Software for any purpose other than stated above. If End User is using the PyKX software under the terms of a commercial licence from KX, the End User must obtain a separate licence from KX for the use of the Software. 

1.2 Software Use Restrictions. End User may not: (a) modify any part of the Software or create derivative works thereof, (b) sell, lease, license or distribute the Software to any third party, (c) attempt to decompile, disassemble or reverse engineer the Software, (d) copy the Software, except for purposes of installing and executing it within the limitations set out at clause 1.1, (e) use or attempt to use the Software in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect, (f) use or attempt to use the Software in any way that would breach the license granted herein. 

In addition to the foregoing, End User shall not in the course of using the Software access, store, distribute or transmit any material that: 

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 
(b) facilitates illegal activity; 
(c) depicts sexually explicit images; 
(d) promotes unlawful violence; 
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 
(f) is otherwise illegal or causes damage or injury to any person or property, including any material which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. End User agrees that it is reasonable that KX shall have no liability of any kind in any circumstances to it or a third party for any breach of the foregoing. 

1.3 Software Performance. End User shall not distribute or otherwise make available to any third party any report regarding the performance of the Software, Software benchmarks or any information from such a report. 

1.4 Intellectual Property Ownership Rights. End User acknowledges and agrees that KX owns all rights, title and interest in and to the Software and in and to all of KX’s patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to its design, manufacture and operation, including all inventions, customizations, enhancements, improvements, updates, derivative works and other modifications and all related rights shall automatically vest in KX immediately upon creation. You will not register any trademark, patent or copyright which uses or references the Software. The use by End User of such proprietary rights is authorized only for the purposes set forth herein, and upon termination of this Agreement for any reason, such authorization will cease. End User acknowledges that the Software is proprietary and contains confidential and valuable trade secrets of KX. 

2. SUPPORT. KX may at its discretion provide support to End User in relation to the Software. 

3. FEES. The Software is licensed to End User without charge. 

4. NO WARRANTY. THE SOFTWARE IS PROVIDED “AS IS.” KX EXPRESSLY DISCLAIMS AND NEGATES ALL WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. KX DOES NOT WARRANT THAT THE SOFTWARE WILL MEET END USER REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 

5. LIMITATION OF LIABILITY. WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO END USER WHERE IT WOULD BE UNLAWFUL TO DO SO. SUBJECT TO THE FOREGOING SENTENCE, KX SHALL HAVE NO LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, NOR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGE TO REPUTATION, LOSS OF EARNINGS AND INJURY TO FEELINGS IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT AND/OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF KX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER IS KX LIABLE FOR ANY BUSINESS LOSSES. KX WILL HAVE NO LIABILITY TO END USER FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. 

6. TERM AND TERMINATION OF AGREEMENT. This Agreement shall terminate immediately upon KX’s written notice to End User and KX may at its discretion suspend or terminate End User’s use of the Software at any time. Upon termination of this Agreement or at any time upon KX’s written request, End User shall permanently delete or destroy all copies of the Software in its possession. 

7. GOVERNING LAW AND JURISDICTION. This Agreement and all related documents and all matters arising out of or relating to this Agreement whether in contract, tort, or statute shall be governed by and construed in accordance with the laws of the State of New York, United States of America, except as to copyright matters covered by U.S. Federal Law. Each party irrevocably and unconditionally agrees to the exclusive jurisdiction of the State of New York, and it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the State of New York (except as permitted by KX as detailed below). End User hereby waives any objections to venue in those courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Should any provision of this Agreement be declared unenforceable in any jurisdiction, then such provision shall be deemed to be severed from this Agreement and shall not affect the remainder hereof. Furthermore, with respect to a violation by End User of Section 1 (License Grant), KX will have the right at its discretion to seek remedies in courts of competent jurisdiction within any applicable territory. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to this Agreement. 

8. TRADE CONTROL. You acknowledge that Software (including its related technical data and services) may be deemed dual use and is subject to, without limitation, the export control laws and regulations of the United Kingdom, European Union, and United States of America (“Trade Control Laws”). You agree to fully comply with those Trade Control Laws in connection with Software including where applicable assisting in obtaining any necessary governmental approvals, licenses and undertakings. You will not, and will not allow any third party, to use, export, re-export or transfer, directly or indirectly, of any part of the Software in violation of any Trade Control Laws or to a destination subject to US, UN, EU, UK or Organisation for Security and Cooperation in Europe (OSCE) embargo, or to any individual or entity listed on the denied parties’ lists. A statement on the Export Controls applicable to the Software, is available at the following website: Export Statement – KX. Any dispute in relation to this clause 8 shall be governed in accordance with clause 7 unless Trade Control Laws determine otherwise. You acknowledge that we may not be permitted (and, in such an event, shall be excused from any requirement) to deliver or grant access to the Software, or perform support or services, due to an embargo, trade sanction or other comparable restrictive measure. 

9. GENERAL. This is the only Agreement between End User and KX relating to the Software. The provisions of section 1.4 (“Intellectual Property Ownership Rights”), section 4 (“No Warranty”), section 5 (“Limitation of Liability”), section 6 (“Term and Termination”), section 9 (“General”) shall survive the termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party. If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing and that will not mean that we will automatically waive any later default by you.