Atinary Technologies Inc. & Atinary Technologies Sarl agrees to grant certain rights to certain entities or individuals described in more detail below (“Permitted Licensee” or “You”) for certain purposes (“Permitted Purposes”) to the Atinary™ Nexus Scientia Software ("Atinary™ Nexus Scientia") as defined below as amended from time to time under the terms of the Atinary™ Nexus Scientia License Agreement (“Agreement”). By downloading, using, or accessing Atinary™ Nexus Scientia, You agree to the terms of this Agreement. If You do not agree to the terms of this Agreement, You must not download, use, or access Atinary™ Nexus Scientia. Atinary Technologies Inc. & Atinary Technologies Sarl has designed Atinary™ Nexus Scientia to be an open-platform software suite and Atinary Technologies Inc. & Atinary Technologies Sarl intends to provide open interfaces through application programming interfaces to the basic functions of the components of Atinary™ Nexus Scientia in which Atinary Technologies Inc. & Atinary Technologies Sarl has sufficient rights to do so. These application programming interfaces are intended to enable the academic community to build and extend applications to use Atinary™ Nexus Scientia free of charge in a structured process to build new functionalities based on common standards and independently of Atinary Technologies Inc. & Atinary Technologies Sarl
1.1 “API” means application programming interface.
1.2 “Atinary™ Nexus Scientia means (i) Atinary Technologies Inc. & Atinary Technologies Sarl Owned Software and (ii) Open Source Software.
1.3 “Atinary™ SDLabs Owned Software” means software whose copyright is owned by Atinary Technologies Inc. & Atinary Technologies Sarl and described at atinary.com.
1.4 “Contribution” means a module, application, add-on, extension, or improvement built using Atinary™ Nexus Scientia for the Permitted Purposes by or for You.
1.5 “Documentation” means the documentation, user manuals and other materials relating to Atinary™ Nexus Scientia developed by Atinary Technologies Inc. & Atinary Technologies Sarl
1.6 “Open Source License” means the relevant license or licenses for particular Open Source Software.
1.7 “Open Source Software” means software whose (i) copyright is owned by Third Party or (ii) copyright is owned by the academic institutions that the founders of Atinary Technologies Inc. & Atinary Technologies Sarl attended and is licensed under the Apache Software License version 2 which are included in Atinary™ Nexus Scientia and described at atinary.com.
1.8 “Permitted Purposes” means the purpose of collaborations to develop products and services to be provided by You on a not-for-profit basis.
1.9 “Permitted Licensees” means (i) (a) non-profit educational institutions, such as universities, community college or high schools, (b) research institutions or associations or (c) government laboratories and (ii) their employees. To confirm your eligibility to be a Permitted Licensee, please contact [email protected] or go to atinary.com
1.10 “Third Party” means (i) an entity which is not controlled by, controlling or under common control of Atinary Technologies Inc. & Atinary Technologies Sarl and (ii) an individual who is not an employee or officer of Atinary Technologies Inc. & Atinary Technologies Sarl
2.1 Grant of License.
(a) Subject to the terms and conditions of this Agreement, Atinary Technologies Inc. & Atinary Technologies Sarl hereby grants to You an annual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license (without the right to sublicense) to reproduce and distribute Atinary™ Nexus Scientia solely for the Permitted Purposes. The annual term will automatically end after one year. You can extend the duration of the license by another year at any point in time.
(b) The Open Source Software shall be subject to the relevant Open Source License.
(c) Subject to the terms and conditions contained in this Agreement, Atinary Technologies Inc. & Atinary Technologies Sarl hereby grants to You a worldwide, non-exclusive, non-transferable (without the right to sublicense), royalty-free license under the copyrights owned by Atinary Technologies Inc. & Atinary Technologies Sarl to reproduce and distribute the Documentation solely for the Permitted Purposes.
2.2 Restrictions. You agree not to license, sublicense, resell, distribute, assign, transfer or use the Atinary™ SDLabs Owned Software except as permitted under this Agreement. You agree not to remove, alter, cover or destroy any proprietary notices contained on or in the Atinary™ SDLabs Owned Software or any copies of the Atinary™ SDLabs Owned Software. You are prohibited from providing access to the Atinary™ SDLabs Owned Software to any other party. You must reference/acknowledge the use of Atinary™ Nexus Scientia and specify its version number [Please navigate to Your Atinary Technologies Inc. & Atinary Technologies Sarl "Accounts" to verify the version numbers of the Atinary™ Nexus Scientia You downloaded.]
2.3 Ownership. As between the parties, Atinary Technologies Inc. & Atinary Technologies Sarl and its licensors retain all right, title, and interest in and to Atinary™ Nexus Scientia. You acknowledge that You do not own nor acquire any intellectual property rights in Atinary™ Nexus Scientia other than the licenses in Section 2.1. Similarly, Atinary Technologies Inc. & Atinary Technologies Sarl does not acquire any intellectual property rights in the Contribution except as provided in Section 2.5 or Section 3.
2.4 API Access. Atinary Technologies Inc. & Atinary Technologies Sarl will use reasonable commercial efforts to maintain access to the functions of Atinary™ Nexus Scientia for the components of Atinary™ Nexus Scientia in which Atinary Technologies Inc. & Atinary Technologies Sarl has sufficient rights to do so.
2.5 Bug Reporting. You are encouraged to promptly notify Atinary Technologies Inc. & Atinary Technologies Sarl of any defects or problems, including any “bugs”, in Atinary™ Nexus Scientia. If You choose to provide Atinary Technologies Inc. & Atinary Technologies Sarl any ideas, suggestions and modifications relating to such defects or problems (the “Supportive Information”), You grant Atinary Technologies Inc. & Atinary Technologies Sarl the non-exclusive, worldwide, royalty-free, perpetual irrevocable license to reproduce, distribute, modify, publicly perform and publicly display all or part of the Supportive Information, with the right to sublicense such rights through multiple tiers of sublicensees.
3.1 Sharing Contributions. If You choose to share the Contribution with the community, You may release the Contribution under a license which does not require payments (including, without limitation, open source licenses as approved by the Open Source Initiative, Inc.) which You choose, but You also agree to release such Contribution under the Apache Software License version 2 to ensure compatibility with Atinary™ Nexus Scientia. You must reference/acknowledge the use of Atinary™ Nexus Scientia and specify its version number [Please navigate to Your Atinary Technologies Inc. & Atinary Technologies Sarl "Accounts" to verify the version numbers of the Atinary™ Nexus Scientia You downloaded.]
3.2 Making Source Code Available. If Atinary Technologies Inc. & Atinary Technologies Sarl does not provide a software update to Atinary™ Nexus Scientia for a period of twenty four (24) months, then Atinary Technologies Inc. & Atinary Technologies Sarl will post the source code of Atinary™ Nexus Scientia on its website under the same terms as Section 2.1(a) or Section 3.
3.3 Publication. You are encouraged to share the results of your work with Atinary™ Nexus Scientia with the research community through publications.
You can submit Contributions to be incorporated into Atinary™ Nexus Scientia. Atinary Technologies Inc. & Atinary Technologies Sarl reserves the right to accept or reject your application within its sole discretion. By submitting your Contribution, You grant Atinary Technologies Inc. & Atinary Technologies Sarl the non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to reproduce, distribute, modify, publicly perform and publicly display all or part of the Contribution, with the right to sublicense such rights through multiple tiers of sublicensees. You and Atinary Technologies Inc. & Atinary Technologies Sarl will agree upon appropriate proper attribution for such Contribution.
EXCEPT AS PROVIDED IN THE OPEN SOURCE LICENSE FOR OPEN SOURCE SOFTWARE or unless required by applicable law or agreed to in writing, Atinary Technologies Inc. & Atinary Technologies Sarl provides Atinary™ Nexus Scientia on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing Atinary™ Nexus Scientia and assume any risks associated with Your exercise of permissions under this Agreement.
In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Atinary Technologies Inc. & Atinary Technologies Sarl or any of the licensors be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use Atinary™ SDLabs Owned Software (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Atinary Technologies Inc. & Atinary Technologies Sarl or the licensor has been advised of the possibility of such damages. THE CUMULATIVE LIABILITY OF Atinary Technologies Inc. & Atinary Technologies Sarl TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
If Atinary Technologies Inc. & Atinary Technologies Sarl discovers that You have violated any of the terms of this Agreement, Atinary Technologies Inc. & Atinary Technologies Sarl may terminate this Agreement upon ten (10) days of the written notice to You.
This Agreement shall be governed by the laws of the State of California without regard to conflict of laws principles. We agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. For purposes of all claims brought under this Agreement, we each submit to the exclusive jurisdiction of the state and federal courts in San Mateo County, California. If a term of this Agreement is found to be illegal, invalid or unenforceable in any way, then that term will be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remainder of this Agreement will remain unchanged. Atinary Technologies Inc. & Atinary Technologies Sarl’s failure to enforce any term of this Agreement is not a waiver of that term. This Agreement does not create any agency, partnership, or other form of joint enterprise between us. You may not assign this Agreement without first obtaining Atinary Technologies Inc. & Atinary Technologies Sarl ’s prior written approval. This Agreement is our entire understanding regarding Atinary™ Nexus Scientia, and supersedes any and all other prior or contemporaneous agreements, whether written or oral.
November 2019
Atinary Technologies Inc. & Atinary Technologies Sarl
Atinary™ SDLabs License Agreement
https://atinary.com