CE-Licence.md

Matatika Community Edition

Copyright (c) 2022 Matatika Limited. All rights reserved.

==============================================================

MATATIKA COMMUNITY EDITION LICENSE AGREEMENT

IMPORTANT, READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, OR CLICKING OR TYPING THAT YOU AGREE OR ACCEPT THIS AGREEMENT, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT (“AGREEMENT”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU,” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SOFTWARE.

1. Definitions.  All capitalized terms not otherwise defined herein will have the meaning set forth below.
   

   a. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity; for purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

   b. “Customer” or “Your Customer” means anyone who accesses or uses the Software Service with whom you have a legal agreement directly (including any of customer’s affiliates covered by such agreement) ("Direct Customer"), or (ii) who is a customer of a such a customer, with a legal agreement between them to that effect, in sequence and in perpetuity (i.e. Your customer through multiple tiers) (“Indirect Customer”).

   c. “Software Service” means Your product or service offering embedding the Software, which at all times represents a significant functional and value enhancement to the Software such that the primary reason for a Customer to use the Software Service is other than the right to receive a license or access to the functionality of the Software included in the Software Service. “Software Service” includes all modifications and derivative works thereof, however made.

   d. “Documentation” means the online product documentation, user instructions and help files made available to You by Matatika, as may be updated from time to time by Matatika without notice to You.

   e. “Matatika” means Matatika Limited.

   f. “Matatika Technology” means Software, Usage Data, or Documentation.

   g. “Software” means Matatika Community Edition as well as any related application programming interfaces and any updates and maintenance releases thereto, respectively.

   h. “Usage Data” means technical and related information about Your or Your Customers' use of the Software, including a unique user identifier assigned by Matatika, partial IP address (first two octets only), information about Your environment (such as browser, device type, operating system), information related to Your compliance with any applicable Software limitations or restrictions, and non-personally identifiable Software usage statistics (like the aggregated use of a particular feature). Usage Data does not include any other personally identifiable information such as name or email address or any User-inputted data.

   i. “User(s)” means employees, consultants, contractors, or agents of an Entity (or that Entity’s Affiliate) who may access or use the Matatika Technology solely for that Entity’s benefit, and who are authorized to do so by that Entity in accordance with this Agreement. An “Entity” is You or Your Customer.

2. Licenses.
   

   a. License to Software and Documentation. During the Term, Matatika hereby grants You a worldwide, non-transferable (except as set forth in Section 7(d) (Assignment)), non-exclusive right and license to: (i) use the Software internally for Your business operations in accordance with the Documentation (You may exercise this right via Your Users); (ii) include the Software in Your product or service to create a Software Service; (iii) make the Software Service available to, or distribute the Software Service to, Your Direct Customers and Your Users; (iv) allow Direct Customers and Indirect Customers to make the Software Service available to or distribute the Software Service to their respective Users and other Indirect Customers; and (v) use and reproduce the Documentation to assist You in Your use of the Software. In order for Matatika to gauge interest in the Software and assess the need for future updates, Matatika requires You to notify Matatika at https://www.matatika.com/contact-us/ if you use the Software in a production capacity.

   b. Restrictions. Your Software Service may only use data sources that are licensed to You solely under an open source license which is OSI-approved or categorized by the FSF as free. Except as expressly permitted in this Agreement, You will not (and You will not permit any third party to): (i) sell, lease, assign, license, sublicense, distribute, make available or otherwise transfer in whole or in part the Matatika Technology, or any component thereof to any third party; (ii) modify or prepare any derivative work based upon the Matatika Technology or any component thereof; (iii) reverse engineer, disassemble, or decompile the Matatika Technology or any component thereof, or attempt to discover or disclose the source code of the Matatika Technology or any component thereof unless it is provided to You in source code form; (iv) distribute an on-premise Software Service in a form other than object code or executable; (v) encumber, time-share, rent, or lease the rights granted under this Agreement; (vi) remove, obscure, or alter any notice of intellectual property rights present on or in the Matatika Technology or any component thereof; (vii) make any representations or warranties regarding the Matatika Technology that are false or misleading or which exceed those contained in this Agreement, the Documentation, or any marketing materials made available to You; (viii) attempt to circumvent, modify, or disable any technical restrictions in the Software, or any other security measures of the Software; or (ix) publish or otherwise distribute the results of any benchmarking studies related to the Software to third parties unless You provide a copy of Your study to support@Matatika.com prior to distribution. If You wish to exercise any rights to reverse engineer to ensure interoperability in accordance with applicable law, You must first provide Matatika with written notice and all reasonably requested information to support@Matatika.com, permit Matatika to assess Your claim within 30 days and, at Matatika’s sole discretion, to make an offer to provide alternatives that reduce any adverse impact on Matatika’s intellectual property or other rights.

   c. Providing Software Services to Customers and Users. You will be liable for any acts or omissions by Your Customers or any Users that would constitute a material breach of this Agreement if committed by You. Without limitation of any of the foregoing, You will provide the Software Service to Your Direct Customers (if any) subject to the same terms and conditions that You provide Your product or service offering. With respect to the Software Service, Your agreements with Your Users, Your Direct Customers, and Your Direct Customers’ agreements with Indirect Customers must: (i) be no less protective of Matatika’s rights and ownership than this Agreement; (ii) not grant greater use or access rights to the Software than those rights, licenses and permissions described in this Agreement; (iii) contain a statement that Matatika and its licensors (or Your licensors generally) do not grant any warranty and will not have any direct or indirect liability to any Customers or Users; (iv) include the restrictions in Section 2(b) above; and (v) require Customers to flow requirements (i)-(v) down to their own Customers (i.e. Indirect Customers). You will use best efforts to enforce all the limitations, restrictions and protections in this Section 2(c) with respect to Your Customers and all Users.

   d. Open Source Software. Open source software (“OSS”) components provided with the Matatika Technology are licensed to You under the terms of the applicable license agreements included with such open source software components. OSS licenses can be found in the open source attribution files accompanying or linked to from the Matatika Technology, the Documentation, or as applicable, corresponding source files (“Source Code”). OSS licenses for the Software can be found at: https://www.matatika.com/docs.

   e. Support Not Included. Additional information regarding the Software may be available from the Matatika Community, at https://www.matatika.com/developers/, which is designed to create and support an online community where Matatika users, customers or partners can share their experiences about Matatika products and services, easily receive information about Matatika products and services, and get peer-to-peer support and thought leadership on best practices. Matatika has no obligation to provide You with any bug fixes, patches, updates, upgrades, new versions or new releases, or technical support of any kind. If any are provided, they are considered part of the Software and licensed to You under this Agreement.

   f. Conditional License. The license rights granted in this Section 2 are subject to and conditioned upon Your compliance with this Agreement and any applicable Documentation.

3. Intellectual Property Rights.
   

   a. Matatika’s Ownership. No title is granted, express or implied, nor will title be deemed assigned, to You hereunder to any of Matatika’s data or intellectual property, or any intellectual property of Matatika’s associates and licensors; Matatika retains all right, title, and interest, including all copyright, trade secret, patent, trademark and other proprietary rights, in and to the Matatika Technology, and all modifications, enhancements, and other works derivative thereof. Other than Your and Your Customers’ and Users’ rights to access and use the Matatika Technology as set forth in this Agreement, no other license or grant of access to the Matatika Technology or intellectual property therein is provided to You.

   b. Your Ownership. No title is granted, express or implied, nor will title be deemed assigned, to Matatika hereunder to any of Your intellectual property, or any intellectual property of Your associates and licensors; You retain all right, title, and interest, including all copyright, trade secret, patent, trademark and other proprietary rights, in and to the Software Service (excluding the Software), and all modifications, enhancements, and other works derivative thereof. You do not grant Matatika any license or grant of access to Your Software Service or intellectual property therein hereunder.

   c. Reservation. Matatika expressly reserves the right to market and provide the Matatika Technology itself or through other resellers, distributors, licensees or agents, and You will not be entitled to any commission or compensation whatsoever in relation to the marketing or provision of the Matatika Technology by Matatika or its resellers, distributors or agents.

   d. Usage Data. As permitted by law, You agree that Matatika and its Affiliates may process Usage Data transmitted to Matatika in order to improve Matatika’s products and services, better understand the needs of Matatika’s customers, and enforce the rights and obligations in this Agreement. To the extent this information constitutes personal information, Matatika will be the controller of such personal data. To the extent that it acts as a controller, each party shall comply at all times with its obligations under applicable data protection legislation. For more information relating to Your rights and Matatika’s obligations with respect to Usage Data, please see Matatika’s Privacy Policy available at www.matatika.com/privacy-policy/, which is incorporated herein by reference.

4. Indemnification.
   

   a. Your Obligations. Subject to the remainder of this Section 4, You will: (i) defend and hold harmless Matatika and its Affiliates (including Matatika’s and its Affiliates’ directors, officers, and employees), against any claim, action, suit or proceeding (each, a “Claim”) brought by a third party (including a Customer or a User) to the extent it is related to the distribution or use of the Software Service or Your distribution or use of the Software except to the extent that any individual Claim is (a) based on intellectual property infringement or misappropriation; (b) solely with respect to unmodified Software; and (c) does not arise from or relate to Your violation of applicable law or this Agreement; and (ii) indemnify Matatika from any resulting liabilities, losses, damages, fines, penalties, judgments, settlement amounts, regulatory fines, costs and expenses incurred by Matatika in connection with such Claim(s).

   b. Indemnification Procedures. The indemnifying party hereunder will provide the aforementioned obligations in Sections 4(a) provided that the indemnified party: (i) promptly provides the indemnifying party with notice of such Claim provided that the indemnifying party’s indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by a failure to give such notice; (ii) allows the indemnifying party sole control over the defense thereof and related settlement negotiations; and (iii) reasonably cooperates in response to the indemnifying party’s requests for assistance. Neither party may settle or compromise an indemnifiable claim without the indemnified party’s prior written consent, not to unreasonably be withheld.

5. EXCLUSION OF WARRANTY AND LIMITATION OF LIABILITY
   

   a. Exclusion of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, Matatika AND ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH YOU, AND Matatika AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. You may have additional consumer rights under your local laws that this agreement cannot change.

   b. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT WILL Matatika AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. Matatika’S AND ITS LICENSORS’ LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED £1.00 GBP. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER Matatika OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The above limitation or exclusion may not apply to you because your state or country may not allow the exclusion or limitation of incidental, consequential, or other damages.

6. Term and Termination
   

   a. Term. This Agreement will commence on the date You accept this Agreement and will remain in effect for one year. Thereafter, this Agreement will automatically renew for one-year periods unless either party provides the other party with 30 days’ advance notice of non-renewal or until this Agreement is terminated in accordance with Section 6(b).

   b. Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to correct the breach within 30 days following written notice specifying the breach. You may terminate this Agreement for convenience upon written notice to Matatika. Matatika may terminate this Agreement upon 30 days’ written notice if it believes the Software may pose an intellectual property issue or cause Matatika to violate a legal requirement.

   c. Effect of Termination. Upon termination or expiration of this Agreement all rights and licenses granted to You hereunder will immediately cease and You must cease all use of the Software and take commercially reasonable steps to remove and destroy all copies of the Software, including all backup copies, from the server and all computers and terminals You own, possess or control and on which the Software is installed. Termination of this Agreement will not limit either party from pursuing any other remedies available to it, including injunctive relief. The parties’ rights and obligations under Sections 1, and 3-7 will survive the expiration or earlier termination of this Agreement.

7. General.

a.    Governing Law. This Agreement will be governed by the laws of England and Wales, without regard to its choice of law principles. Unless otherwise required by applicable law, any dispute arising out of this Agreement shall be resolved in the courts located in England and each party consents to the jurisdiction and exclusive venue of such forum; provided that any party may seek injunctive relief in any jurisdiction. The United Nations Convention for the International Sale of Goods shall not apply.

b.    Compliance with Law. Both parties will comply with all applicable laws and regulations in the performance of this Agreement.   You will not engage in any deceptive or unethical trade practices or any act which might harm Matatika’s reputation or the reputation of the Matatika Technology. You will comply with all applicable anti-corruption laws and regulations (“Anti-Corruption Laws”) including but not limited to the UK Bribery Act, irrespective of whether You are legally subject to it. You will not cause Matatika to violate any Anti-Corruption Laws in connection with any activities related to Matatika or Matatika Software (collectively, the “Activities”).  You will not, in connection with the Activities, pay, offer, promise, or authorize the payment or transfer of anything of value, directly or indirectly, to any other person or entity for the purpose of improperly obtaining or retaining business, for any other advantage for Matatika, or for any other purpose prohibited by any Anti-Corruption Laws.

c.    Export Controls.  The Matatika Technology is of United Kingdom origin and is provided subject to the UK Export Administration Regulations and the regulations of other jurisdictions (e.g., the European Union).  Diversion contrary to applicable law is prohibited.  Without limiting the foregoing, You warrant that: (i) You are not, and You are not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United Kingdom or other applicable government body has prohibited export transactions (e.g., Iran, North Korea, etc.); (ii) You are not, and You are not acting on behalf of, any person or entity listed on a relevant list of persons to whom export is prohibited (e.g., the list of Specially Designated Nationals and Blocked Persons, etc.); and (iii) You will not use any Matatika Technology for, and will not permit any Matatika Technology to be used for, any purpose prohibited by applicable law.

d.    Assignment.  Neither party may transfer or assign its rights under this Agreement without the prior consent of the other party. Notwithstanding the foregoing, a party may assign this Agreement, and such assignment is hereby expressly consented to, in connection with the sale, merger or other corporate combination involving all or substantially all of the assets of the assigning party to a third party provided that the assignee assumes all of the assigning party’s obligations and liabilities hereunder. Any attempted assignment in violation of this paragraph is void. This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

e.    Severability and Waiver of Breach.  If any provision or part of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, the parties intend that the court will modify the provision to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the illegal, invalid, or unenforceable provision or part from this Agreement.  Any change to or deletion of a provision or part of this Agreement under this Section 7(e) will not affect the validity or enforceability of the remaining provisions of this Agreement, which will continue in full force and effect. No delay or omission by either party to exercise any right or power arising upon the other party’s nonperformance or breach will impair that right or power or be construed as a waiver of it.  Any waiver must be in writing and signed by the waiving party.  A waiver on one occasion will not be construed as a waiver of any subsequent event of nonperformance or breach.

f.    No Agency.  The parties acknowledge that each is an independent contractor and nothing herein constitutes a joint venture, partnership, or distributor relationship.  You have no right to vary any policies, conditions, representations or warranties made by Matatika, and neither party has the right to bind or act for the other as an agent or in any capacity except as expressly provided in writing by amendment to this Agreement.

g.    Entire Agreement.  This Agreement sets forth Matatika’s entire liability and your exclusive remedy with respect to the Software and supersedes the terms of any communications or advertising with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and Matatika with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software.

h.    Contact Information. If you have any questions about this Agreement, or if you want to contact Matatika for any reason, please direct all correspondence to: Matatika Limited registered company address or email support@matatika.com.

==============================================================

If you have already agreed to the MATATIKA COMMUNITY EDITION LICENSE AGREEMENT and Matatika Privacy Policy, you may alternatively start the docker image with variable -e LICENSE_AND_PRIVACY_POLICY_ACCEPTED=YES

I have read and agree to the terms and conditions within the MATATIKA COMMUNITY EDITION LICENSE AGREEMENT, displayed above and available at https://www.matatika.com/docs/CE-Licence and the Matatika Privacy Policy [yes/no]