GRETEL.AI SOURCE AVAILABLE LICENSE AGREEMENT

Version 1.0 – August 2022

THIS GRETEL.AI SOURCE AVAILABLE LICENSE AGREEMENT, VERSION 1.0 (THE “AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH GRETEL LABS, INC. (“GRETEL.AI”) MAKES AVAILABLE CERTAIN OF ITS PROPRIETARY SOFTWARE SOURCE CODE, AS INDICATED BY A COPYRIGHT NOTICE THAT GRETEL.AI INCLUDES IN OR ATTACHES TO SPECIFIC VERSIONS OF SUCH SOFTWARE SOURCE CODE (THE “SOFTWARE”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE, AS THEY GOVERN USE OF THE SOFTWARE.

Gretel.ai is willing to license the Software to the individual or entity that agrees to this Agreement (“you”), only upon the condition that you accept all the terms contained in this Agreement. By downloading, installing or using the Software, you indicate that you understand this Agreement and accept all of its terms. If you are downloading, installing or using the Software 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 “you” or “your” shall refer to such entity. If you do not agree to the terms of this Agreement, you may not download, install or use the Software.

Unless and until you have entered into a separate license agreement with Gretel.ai, this Agreement constitutes the final, complete, and exclusive agreement between the parties regarding the Software licensed hereunder, and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral, with respect to such Software.

1. LICENSE.

1.1. Grant of License. Conditioned on your compliance with the terms and conditions of this Agreement, Gretel.ai grants you a non-exclusive, royalty-free, worldwide, non-transferable, non-sublicensable license under Gretel.ai’s copyrights in the Software and during the term of this Agreement to:

  • modify and prepare derivative works based on the Software (your “Modifications”);
  • compile, install and execute the Software and your Modifications; and,
  • to copy the Software and your Modifications as reasonably necessary to exercise the license rights granted above, including making a reasonable number of copies for backup and archival purposes;

in each case, (i) solely on servers and equipment owned or controlled by you, (ii) solely for your internal business purposes or for your own non-commercial academic, research or other personal use, and (iii) in all events, in accordance with the obligations and restrictions set forth in this Agreement, including Sections 1.2 - 1.5.

1.2. License Restrictions. The license granted to you in Section 1.1 does not include the right to, and you will not, and you will not permit any other individual or entity to:

  • distribute, sell, sublicense or otherwise transfer or make available the Software or your Modifications to third parties;
  • make the Software or your Modifications available to third parties on a service bureau, time sharing, hosting or other computer services basis, or otherwise make the functionality of the Software or your Modifications available to third parties, including by providing a software-as-a-service, platform-as-a-service, infrastructure-as-a-service or other similar online service (a “XaaS Service”); or
  • use the Software or your Modifications as part of a product or service, or to perform a service, that is offered to third parties, including by providing a XaaS Service.

1.3. Notices. You will reproduce all of Gretel.ai’s and its licensors’ copyright notices and any other proprietary rights notices contained in the Software (and not remove or alter any of the foregoing) in all copies of the Software and Modifications that you make.

1.4. Limited Rights. Your rights in the Software are limited to those expressly granted in Section 1.1. Gretel.ai and its licensors reserve all right, title and interest in and to the Software and all intellectual property rights therein not expressly granted to you in this Agreement. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

1.5. Open-Source Software. Gretel.ai may package or otherwise make the Software available with software or other material that is distributed as “free software,” “open source software” or under similar licensing or distribution models, including the GNU General Public License, GNU Lesser General Public License, Mozilla Public License, BSD licenses, the MIT license, the Apache License and other such licenses, whether or not recognized or approved by the Free Software Foundation or the Open Source Initiative (“Open Source Software”), as noted in Gretel.ai’s documentation for the Software. All such Open Source Software is licensed to you exclusively under the terms of their applicable licenses, including all warranty disclaimers and limitations on liability therein, and the usage limitations and restrictions set forth in this Agreement do not apply to such Open Source Software.

Notwithstanding the foregoing, the license granted to you in Section 1.1 does not include the right to, and you will not, and you will not permit any other individual or entity to, modify, combine, integrate or otherwise use the Software or your Modifications with Open Source Software or any other software or materials in such a manner that requires, or could require, the Software or your Modifications, in whole or part, to be (a) disclosed or distributed to third parties in source code form, (b) licensed to third parties for the purpose of making derivative works, or (c) redistributable by third parties at no charge, including under the terms of the GNU General Public License version 3, the GNU Affero General Public License version 3, the GNU Lesser General Public License version 3, or any prior or successor versions or equivalents of the foregoing.

2. FEEDBACK. To the extent you provide Gretel.ai with suggestions, proposals, ideas, recommendations or other feedback relating to the Software (“Feedback”), you hereby grant to Gretel.ai a non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub-licensable, transferable, worldwide right and license to make, have made, use, sell, offer for sale, import, export, rent, lease, reproduce, distribute, publicly display, publicly perform, modify, create derivative works of, disclose and otherwise exploit such Feedback in any manner without restriction (whether of confidentiality, compensation or otherwise).

3. OWNERSHIP. As between you and Gretel.ai, you acknowledge and agree that Gretel.ai owns all right, title, and interest in and to the Software, including all intellectual property rights therein. Gretel.ai reserves all rights not expressly granted to you in this Agreement, including with respect to its trademarks, service marks and brand features.

4. WARRANTY DISCLAIMER. You acknowledge and agree that the Software is provided “AS IS.” GRETEL.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. For the avoidance of doubt, Gretel.ai has no obligation to provide maintenance, support or any other services to you for the Software under this Agreement.

5. LIMITATION ON LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GRETEL.AI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GRETEL.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. You expressly acknowledge that Gretel.ai has entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between Gretel.ai and you, and form a basis of the bargain between us.

6. TERM AND TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software and your Modifications. This Agreement will terminate immediately, without the requirement of written notice to you, in the event that you breach the terms of this Agreement or infringe or otherwise violate Gretel.ai’s intellectual property rights. Upon any termination of this Agreement, the rights and licenses granted to you in this Agreement will automatically terminate and you will, at your expense, destroy all copies of the Software and your Modifications. Sections 2, 3, 4, 5, 6 and 7 will survive any termination of this Agreement.

7. GENERAL PROVISIONS.

  • Assignment. You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Gretel.ai. Any attempted assignment without such consent will be null and void. Gretel.ai may assign this Agreement without your consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
  • Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, USA (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising in connection with this Agreement will be brought exclusively in the federal or state courts located in the City and County of San Francisco, California and the parties hereby consent to the personal jurisdiction and venue therein.
  • Entire Agreement. This Agreement and the attached exhibits constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, and any rights under it waived, by a written document executed by both parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

If you have any questions regarding this Agreement, you may contact Gretel.ai at hi@gretel.ai.