Updated: August 12, 2021
THIS TOZNY NON-COMMERCIAL LICENSE PERMITS USE OF THE SOFTWARE ONLY BY GOVERNMENT AGENCIES, SCHOOLS, UNIVERSITIES, NON-PROFIT ORGANIZATIONS OR INDIVIDUALS ON PROJECTS THAT DO NOT RECEIVE EXTERNAL FUNDING OTHER THAN GOVERNMENT RESEARCH GRANTS AND CONTRACTS. FOR THE SPECIFIC LIMITATIONS, SEE SECTION 1.12. ANY OTHER USE REQUIRES A COMMERCIAL LICENSE. PLEASE CONTACT US FOR DETAILS AT firstname.lastname@example.org.
1.1. “Community” means the Initial Developer and each and every one of You.
1.2. “Contributor” means each individual or legal entity that creates or contributes to the creation of Modifications.
1.3. “Distribute” means to transfer, publish, or otherwise provide or make available a copy of software to any third party.
1.4. “Distributor” means each individual or legal entity exercising a right to Distribute Licensed Software under this License.
1.5. “Distributor Code” means, collectively, (a) the Original Source Code and (b) the Licensed Software that is Distributed by a particular Distributor.
1.6. “Distributor IP” means all patent claims, copyright, and trade secrets owned or licensable by a Distributor that are embodied in or necessarily practiced by the Distributor Code of that particular Distributor.
1.7. “Electronic Distribution Mechanism” means a mechanism generally accepted in the software development community for the electronic transfer of data.
1.8. “Executable” means software in any form other than Source Code.
1.9. “Initial Developer” means TOZNY LLC (“TOZNY”), an Oregon limited liability company with offices in Portland, Oregon.
1.10. “Initial Developer IP” means all patent claims, copyright, and trade secrets owned or licensable by the Initial Developer which are embodied in or necessarily practiced by the unmodified Original Source Code.
1.11. “License” means this TOZNY NON-COMMERCIAL LICENSE.
1.12. “Licensed Purpose” means the exercise of rights under this License: (a) by an official governmental agency, strictly for non-commercial, public benefit purposes; or (b) by a school, university, non-profit organization, or individual solely for non-commercial teaching or research purposes in exchange for which no financially valuable consideration (including but not limited to sales or license revenue, service revenue, and advertising revenue, and further including but not limited to monetary, equity, and in-kind forms of consideration) is received, except for tuition, or research funding received from an official government agency sponsor.
1.13. “Licensed Software” means any copy of the Original Source Code, the Modifications, and/or Executable versions thereof, as to which You are exercising any rights under this License.
1.14. “Modifications” means any derivative work of either the Original Source Code or of existing Modifications, including header files or calls to Licensed Software library functions or Executable programs in an application program shall not in and of itself cause that application program to be deemed a Modification, provided that the Licensed Software so included shall in any case remain subject to the terms of this License.
1.15. “Original Source Code” means the Source Code for the E3DB SDKs as made available for download by TOZNY from https://github.com/tozny/e3db#sdks.
1.16. “Source Code” means the preferred form of software for making modifications to it, including all modules it contains, plus any associated interface definition files, scripts used to control compilation and installation of an Executable, or a list of source code differential comparisons against either the Original Source Code or another well known, available Modification of the Contributor’s choice. The Source Code can be in a compressed or archival form, provided the appropriate decompression or de-archiving software is widely available for no charge.
1.17. “You” means an individual or a legal entity exercising rights under this License. For legal entities, “You” includes any entity that controls, is controlled by, or is under common control with You. For purposes of this definition, “control” means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
2. SOFTWARE LICENSE GRANTS
2.1. The Initial Developer Grant. The Initial Developer hereby grants You a worldwide, royalty-free, non-exclusive, solely for the Licensed Purpose and subject to the terms and conditions of this License (including without limitation the Contributor and Distributor grants set forth in Section 2 and the Distribution Obligations set forth in Section 3), as follows:
(a) A license under the Initial Developer IP to modify, copy, use, and Distribute the Original Source Code and Modifications.
(b) A license to copy, use, and Distribute Executable versions of the Original Source Code and Modifications.
2.2. Distributor Grant. If You are a Distributor, You hereby grant TOZNY a worldwide, royalty-free, non-exclusive license under the Distributor IP, solely for the Licensed Purpose and subject to the terms and conditions of this License, to modify, copy, use, and Distribute the Distributor Code and Modifications.
2.3. Sublicenses. The license rights that are granted under this Section 2 may be sublicensed only by Distributing Licensed Software in compliance with all applicable terms and conditions of this License. No other sublicensing of intellectual property rights granted under this License is permitted.
2.4. No Other Rights. Except as expressly set forth in this section 2, no other license rights are implied or otherwise granted under this License.
3. DISTRIBUTION OBLIGATIONS
The right to Distribute Licensed Software set forth above, whether to a government sponsor or to any other recipient, is subject to the following obligations:
3.1. Notice of License to Recipients. Any publication or other Distribution of Licensed Software must be made expressly subject to this License. You must include a prominent copy of the notice set forth in Exhibit A with all Licensed Software that you Distribute: (a) in all notices or documentation in which You describe the origin or ownership of the software or the recipient’s rights thereto, and (b) in each Source Code file. You hereby agree to indemnify the Initial Developer and every Contributor to the Licensed Software for any and all liability or damages they may incur if caused by Your violation of this Section. Except as expressly authorized by this License, no right is granted to use the name of Tozny in any advertising, news release, other publication, or product documentation, without the prior express written consent of Tozny.
3.2. Required Availability of Source Code. If You Distribute Licensed Software for which you are a Contributor, You must make the Source Code for all Modifications to which you contribute publicly available to TOZNY or the Community, under the terms of this License and at no additional restriction or cost, via an accepted Electronic Distribution Mechanism for a period of at least twelve (12) months following the date You first Distribute the Licensed Software. You must also include with the Source Code a file documenting any changes You made to create each Modification, and the dates of such changes.
3.3. Licensee Registration. Before You Distribute any Licensed Software under this License, You must first register by sending email to the Initial Developer addressed to email@example.com, including a statement confirming that you accept the terms and conditions of this License and describing the specific Electronic Distribution Mechanism you are using (e.g., identify the URL) to make Source Code available under Section 3.2 where applicable.
4. DISCLAIMER OF WARRANTY
LICENSED SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE LICENSED SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED SOFTWARE IS WITH YOU. SHOULD ANY LICENSED SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE INITIAL DEVELOPER OR ANY CONTRIBUTOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY LICENSED SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
5. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL THE INITIAL DEVELOPER, ANY CONTRIBUTOR, OR ANY DISTRIBUTOR OF LICENSED SOFTWARE, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY’S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
6. RESPONSIBILITY FOR CLAIMS
You are responsible for damages arising, directly or indirectly, out of Your exercise of rights under this License, based on the number of copies of Licensed Software you made available, the revenues you received from utilizing such rights, and other relevant factors. You agree to work with affected parties to distribute responsibility on an equitable basis.
7. U.S. GOVERNMENT END USERS
The Licensed Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48
C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire Licensed Software with only those rights set forth herein.
This License represents the complete agreement concerning the subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by Oregon law provisions (except to the extent applicable law, if any, provides otherwise), excluding its conflict-of-law provisions. With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in, the United States of America any litigation relating to this Agreement shall be subject to personal jurisdiction and venue in the Federal Courts of the District of Oregon, and in the Oregon state courts of Portland, OR, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License.
Tozny duel licenses this product. For commercial use, please contact firstname.lastname@example.org. For non-commercial use, the contents of this file are subject to the TOZNY NON-COMMERCIAL LICENSE (the “License”) which permits use of the software only by government agencies, schools, universities, non-profit organizations or individuals on projects that do not receive external funding other than government research grants and contracts. Any other use requires a commercial license. You may not use this file except in compliance with the License. You may obtain a copy of the License at https://tozny.com/legal/non-commercial-license. Software distributed under the License is distributed on an “AS IS” basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License. Portions of the software are Copyright (c) TOZNY LLC, 2021. All rights reserved.