internal/licenses/exceptions/micro.lre

//** github.com/micro/enterprise@v0.4.0 **//

{{Types "Apache-2.0"}}

Micro Enterprise License Agreement

  Please read this Micro Enterprise License Agreement (the "Agreement")
  carefully before using Micro (as defined below), which is offered by
  Micro Services, Inc. or its affiliated Legal Entities ("Micro Services").

  By downloading Micro or using it in any manner, You agree that You have
  read and agree to be bound by the terms of this Agreement.  If You are
  accessing Micro on behalf of a Legal Entity, You represent and warrant
  that You have the authority to agree to these terms on its behalf and the
  right to bind that Legal Entity to this Agreement.  Use of Micro is
  expressly conditioned upon Your assent to all the terms of this Agreement, to
  the exclusion of all other terms.

  1. Definitions.  In addition to other terms defined elsewhere in this
     Agreement, the terms below have the following meanings.

    (a) "Micro" shall mean the cloud native toolkit provided by Micro
        Services, including Micro Toolkit and Micro Enterprise
        as defined below.

    (b) "Micro Toolkit" shall mean the open source version of Micro,
        available for free at

            https://github.com/micro/micro

    (c) "Micro Enterprise" shall mean the enterprise version of Micro Toolkit 
        with additional features made available by Micro Services, the
        use of which is subject to additional terms set out below. The Source 
        is available at

            https://github.com/micro/enterprise

    (d) "Contribution" shall mean any work of authorship, including the original
        version of the Work and any modifications or additions to that Work or
        Derivative Works thereof, that is intentionally submitted Micro Services
        for inclusion in the Work by the copyright owner or by an individual or
        Legal Entity authorized to submit on behalf of the copyright owner.  For
        the purposes of this definition, "submitted" means any form of
        electronic, verbal, or written communication sent to Micro Services or
        its representatives, including but not limited to communication on
        electronic mailing lists, source code control systems, and issue
        tracking systems that are managed by, or on behalf of, Micro Services
        for the purpose of discussing and improving the Work, but excluding
        communication that is conspicuously marked or otherwise designated in
        writing by the copyright owner as "Not a Contribution."

    (e) "Contributor" shall mean any copyright owner or individual or Legal
        Entity authorized by the copyright owner, other than Micro Services,
        from whom Micro Services receives a Contribution that Micro Services
        subsequently incorporates within the Work.

    (f) "Derivative Works" shall mean any work, whether in Source or Object
        form, that is based on (or derived from) the Work, such as a
        translation, abridgement, condensation, or any other recasting,
        transformation, or adaptation for which the editorial revisions,
        annotations, elaborations, or other modifications represent, as a whole,
        an original work of authorship. For the purposes of this License,
        Derivative Works shall not include works that remain separable from, or
        merely link (or bind by name) to the interfaces of, the Work and
        Derivative Works thereof.

    (g) "Legal Entity" shall mean the union of the acting entity and all other
        entities that control, are controlled by, or are under common control
        with that entity.  For the purposes of this definition, "control" means
        (i) the power, direct or indirect, to cause the direction or management
        of such entity, whether by contract or otherwise, or (ii) ownership of
        fifty percent (50%) or more of the outstanding shares, or (iii)
        beneficial ownership of such entity.

    (h) "License" shall mean the terms and conditions for use, reproduction, and
        distribution of a Work as defined by this Agreement.

    (i) "Licensor" shall mean Micro Services or a Contributor, as applicable.

    (j) "Object" form shall mean any form resulting from mechanical
        transformation or translation of a Source form, including but not
        limited to compiled object code, generated documentation, and
        conversions to other media types.

    (k) "Source" form shall mean the preferred form for making modifications,
        including but not limited to software source code, documentation source,
        and configuration files.

    (l) "Third Party Works" shall mean Works, including Contributions, and other
        technology owned by a person or Legal Entity other than Micro Services,
        as indicated by a copyright notice that is included in or attached to
        such Works or technology.

    (m) "Work" shall mean the work of authorship, whether in Source or Object
        form, made available under a License, as indicated by a copyright notice
        that is included in or attached to the work.

    (n) "You" (or "Your") shall mean an individual or Legal Entity exercising
        permissions granted by this License.

  2. Licenses.

    (a) License to Micro Toolkit.  The License for Micro
        Toolkit is the Apache License, Version 2.0 ("Apache License").
        The Apache License includes a grant of patent license, as well as
        redistribution rights that are contingent on several requirements.
        Please see

            http://www.apache.org/licenses/LICENSE-2.0

        for full terms.  Micro Toolkit is a no-cost, entry-level
        license and as such, contains the following disclaimers: NOTWITHSTANDING
        ANYTHING TO THE CONTRARY HEREIN, MICRO TOOLKIT IS
        PROVIDED "AS IS" AND "AS AVAILABLE", AND ALL EXPRESS OR IMPLIED
        WARRANTIES ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE
        IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
        NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN
        LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE IN TRADE.
        For clarity, the terms of this Agreement, other than the relevant
        definitions in Section 1 and this Section 2(a) do not apply to
        Micro Toolkit.

    (b) License to Micro Enterprise.

      i   Grant of Copyright License: Subject to the terms of this Agreement,
          Licensor hereby grants to You a worldwide, non-exclusive,
          non-transferable limited license to reproduce, prepare Enterprise
          Derivative Works (as defined below) of, publicly display, publicly
          perform, sublicense, and distribute Micro Enterprise
          for Your business purposes, for so long as You are not in violation
          of this Section 2(b) and are current on all payments required by
          Section 4 below.

      ii  Grant of Patent License: Subject to the terms of this Agreement,
          Licensor hereby grants to You a worldwide, non-exclusive,
          non-transferable limited patent license to make, have made, use,
          offer to sell, sell, import, and otherwise transfer Micro
          Enterprise, where such license applies only to those patent
          claims licensable by Licensor that are necessarily infringed by
          their Contribution(s) alone or by combination of their
          Contribution(s) with the Work to which such Contribution(s) was
          submitted.  If You institute patent litigation against any entity
          (including a cross-claim or counterclaim in a lawsuit) alleging that
          the Work or a Contribution incorporated within the Work constitutes
          direct or contributory patent infringement, then any patent licenses
          granted to You under this License for that Work shall terminate as
          of the date such litigation is filed.

      iii License to Third Party Works:  From time to time Micro Services may
          use, or provide You access to, Third Party Works in connection
          Micro Enterprise.  You acknowledge and agree that in
          addition to this Agreement, Your use of Third Party Works is subject
          to all other terms and conditions set forth in the License provided
          with or contained in such Third Party Works.  Some Third Party Works
          may be licensed to You solely for use with Micro Enterprise
          under the terms of a third party License, or as otherwise
          notified by Micro Services, and not under the terms of this
          Agreement.  You agree that the owners and third party licensors of
          Third Party Works are intended third party beneficiaries to this
          Agreement.

  3. Support.  From time to time, in its sole discretion, Micro Services may
     offer professional services or support for Micro, which may now or in
     the future be subject to additional fees.

  4. Fees for Micro Enterprise or Micro Support.

    (a) Fees.  The License to Micro Enterprise is conditioned upon
        Your payment of the fees specified on

            https://micro.mu/pricing

        which You agree to pay to Micro Services in accordance with the payment
        terms set out on that page.  Any professional services or support for
        Micro may also be subject to Your payment of fees, which will be
        specified by Micro Services when you sign up to receive such
        professional services or support. Micro Services reserves the right to
        change the fees at any time with prior written notice; for recurring
        fees, any such adjustments will take effect as of the next pay period.

    (b) Overdue Payments and Taxes. Overdue payments are subject to a service
        charge equal to the lesser of 1.5% per month or the maximum legal
        interest rate allowed by law, and You shall pay all Micro Services’
        reasonable costs of collection, including court costs and attorneys’
        fees.  Fees are stated and payable in U.S. dollars and are exclusive of
        all sales, use, value added and similar taxes, duties, withholdings and
        other governmental assessments (but excluding taxes based on Micro
        Services’ income) that may be levied on the transactions contemplated by
        this Agreement in any jurisdiction, all of which are Your responsibility
        unless you have provided Micro Services with a valid tax-exempt
        certificate.

    (c) Record-keeping and Audit.  If fees for Micro Enterprise
        are based on the number of cores or servers running on Micro
        Enterprise or another use-based unit of measurement, You must
        maintain complete and accurate records with respect to Your use of
        Micro Enterprise and will provide such records to
        Micro Services for inspection or audit upon Micro Services’ reasonable
        request.  If an inspection or audit uncovers additional usage by You for
        which fees are owed under this Agreement, then You shall pay for such
        additional usage at Micro Services’ then-current rates.

  5. Trial License.  If You have signed up for a trial or evaluation of
     Micro Enterprise, Your License to Micro Enterprise
     is granted without charge for the trial or evaluation period
     specified when You signed up, or if no term was specified, for thirty (14)
     calendar days, provided that Your License is granted solely for purposes of
     Your internal evaluation of Micro Enterprise during the trial
     or evaluation period (a "Trial License").  You may not use Micro
     Enterprise under a Trial License more than once in any twelve (12)
     month period.  Micro Services may revoke a Trial License at any time and
     for any reason.  Sections 3, 4, 9 and 11 of this Agreement do not apply to
     Trial Licenses.

  6. Redistribution.  You may reproduce and distribute copies of the Work or
     Derivative Works thereof in any medium, with or without modifications, and
     in Source or Object form, provided that You meet the following conditions:

    (a) You must give any other recipients of the Work or Derivative Works a
        copy of this License; and

    (b) You must cause any modified files to carry prominent notices stating
        that You changed the files; and

    (c) You must retain, in the Source form of any Derivative Works that You
        distribute, all copyright, patent, trademark, and attribution notices
        from the Source form of the Work, excluding those notices that do not
        pertain to any part of the Derivative Works; and

    (d) If the Work includes a "NOTICE" text file as part of its distribution,
        then any Derivative Works that You distribute must include a readable
        copy of the attribution notices contained within such NOTICE file,
        excluding those notices that do not pertain to any part of the
        Derivative Works, in at least one of the following places: within a
        NOTICE text file distributed as part of the Derivative Works; within the
        Source form or documentation, if provided along with the Derivative
        Works; or, within a display generated by the Derivative Works, if and
        wherever such third-party notices normally appear.  The contents of the
        NOTICE file are for informational purposes only and do not modify the
        License.  You may add Your own attribution notices within Derivative
        Works that You distribute, alongside or as an addendum to the NOTICE
        text from the Work, provided that such additional attribution notices
        cannot be construed as modifying the License.

        You may add Your own copyright statement to Your modifications and may
        provide additional or different license terms and conditions for use,
        reproduction, or distribution of Your modifications, or for any such
        Derivative Works as a whole, provided Your use, reproduction, and
        distribution of the Work otherwise complies with the conditions stated
        in this License.

    (e) Enterprise Derivative Works: Derivative Works of Micro Enterprise
        ("Enterprise Derivative Works") may be made, reproduced and
        distributed in any medium, with or without modifications, in Source or
        Object form, provided that each Enterprise Derivative Work will be
        considered to include a License to Micro Enterprise and
        thus will be subject to the payment of fees to Micro Services by any
        user of the Enterprise Derivative Work.

  7. Submission of Contributions. Unless You explicitly state otherwise, any
     Contribution intentionally submitted for inclusion in Micro by You to
     Micro Services shall be under the terms and conditions of

         https://developercertificate.org/

     without any additional terms or conditions, payments of royalties or otherwise 
     to Your benefit. Notwithstanding the above, nothing herein shall supersede or 
     modify the terms of any separate license agreement You may have executed with
     Micro Services regarding such Contributions.

  8. Trademarks.  This License does not grant permission to use the trade names,
     trademarks, service marks, or product names of Licensor, except as required
     for reasonable and customary use in describing the origin of the Work and
     reproducing the content of the NOTICE file.

  9. Limited Warranty.

    (a) Warranties.  Micro Services warrants to You that: (i) Micro
        Enterprise will materially perform in accordance with the
        applicable documentation for ninety (90) days after initial delivery to
        You; and (ii) any professional services performed by Micro Services
        under this Agreement will be performed in a workmanlike manner, in
        accordance with general industry standards.

    (b) Exclusions.  Micro Services’ warranties in this Section 9 do not extend
        to problems that result from: (i) Your failure to implement updates
        issued by Micro Services during the warranty period; (ii) any
        alterations or additions (including Enterprise Derivative Works and
        Contributions) to Micro not performed by or at the direction of
        Micro Services; (iii) failures that are not reproducible by Micro
        Services; (iv) operation of Micro Enterprise in violation of
        this Agreement or not in accordance with its documentation; (v) failures
        caused by software, hardware or products not licensed or provided by
        Micro Services hereunder; or (vi) Third Party Works.

    (c) Remedies.  In the event of a breach of a warranty under this Section 9,
        Micro Services will, at its discretion and cost, either repair, replace
        or re-perform the applicable Works or services or refund a portion of
        fees previously paid to Micro Services that are associated with the
        defective Works or services. This is Your exclusive remedy, and
        Micro Services’ sole liability, arising in connection with the limited
        warranties herein.

  10. Disclaimer of Warranty.  Except as set out in Section 9, unless required
      by applicable law, Licensor provides the Work (and each Contributor
      provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR
      CONDITIONS OF ANY KIND, either express or implied, arising out of course
      of dealing, course of performance, or usage in trade, including, without
      limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT,
      MERCHANTABILITY, CORRECTNESS, RELIABILITY, or FITNESS FOR A PARTICULAR
      PURPOSE, all of which are hereby disclaimed.  You are solely responsible
      for determining the appropriateness of using or redistributing Works and
      assume any risks associated with Your exercise of permissions under the
      applicable License for such Works.

  11. Limited Indemnity.

    (a) Indemnity.  Micro Services will defend, indemnify and hold You harmless
        against any third party claims, liabilities or expenses incurred
        (including reasonable attorneys’ fees), as well as amounts finally
        awarded in a settlement or a non-appealable judgement by a court
        ("Losses"), to the extent arising from any claim or allegation by a
        third party that Micro Enterprise infringes or
        misappropriates a valid United States patent, copyright or trade secret
        right of a third party; provided that You give Micro Services: (i)
        prompt written notice of any such claim or allegation; (ii) sole control
        of the defense and settlement thereof; and (iii) reasonable cooperation
        and assistance in such defense or settlement.  If any Work within
        Micro Enterprise becomes or, in Micro Services’ opinion,
        is likely to become, the subject of an injunction, Micro Services may,
        at its option, (A) procure for You the right to continue using such
        Work, (B) replace or modify such Work so that it becomes non-infringing
        without substantially compromising its functionality, or, if (A) and (B)
        are not commercially practicable, then (C) terminate Your license to the
        allegedly infringing Work and refund to You a prorated portion of the
        prepaid and unearned fees for such infringing Work.  The foregoing
        states the entire liability of Micro Services with respect to
        infringement of patents, copyrights, trade secrets or other intellectual
        property rights.

    (b) Exclusions.  The foregoing obligations shall not apply to: (i) Works
        modified by any party other than Micro Services (including Enterprise
        Derivative Works and Contributions), if the alleged infringement relates
        to such modification, (ii) Works combined or bundled with any products,
        processes or materials not provided by Micro Services where the alleged
        infringement relates to such combination, (iii) use of a version of
        Micro Enterprise other than the version that was current
        at the time of such use, as long as a non-infringing version had been
        released, (iv) any Works created to Your specifications, (v)
        infringement or misappropriation of any proprietary right in which You
        have an interest, or (vi) Third Party Works.  You will defend, indemnify
        and hold Micro Services harmless against any Losses arising from any
        such claim or allegation, subject to conditions reciprocal to those in
        Section 11(a).

  12. Limitation of Liability.  In no event and under no legal or equitable
      theory, whether in tort (including negligence), contract, or otherwise,
      unless required by applicable law (such as deliberate and grossly
      negligent acts), and notwithstanding anything in this Agreement to the
      contrary, shall Licensor or any Contributor be liable to You for (i) any
      amounts in excess, in the aggregate, of the fees paid by You to Micro
      Services under this Agreement in the twelve (12) months preceding the date the
      first cause of liability arose), or (ii) any indirect, special,
      incidental, punitive, exemplary, reliance, or consequential damages of any
      character arising as a result of this Agreement or out of the use or
      inability to use the Work (including but not limited to damages for loss
      of goodwill, profits, data or data use, work stoppage, computer failure or
      malfunction, cost of procurement of substitute goods, technology or
      services, or any and all other commercial damages or losses), even if such
      Licensor or Contributor has been advised of the possibility of such
      damages. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE
      ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  13. Accepting Warranty or Additional Liability.  While redistributing Works or
      Derivative Works thereof, and without limiting your obligations under
      Section 6, You may choose to offer, and charge a fee for, acceptance of
      support, warranty, indemnity, or other liability obligations and/or rights
      consistent with this License.  However, in accepting such obligations, You
      may act only on Your own behalf and on Your sole responsibility, not on
      behalf of any other Contributor, and only if You agree to indemnify,
      defend, and hold Micro Services and each other Contributor harmless for
      any liability incurred by, or claims asserted against, such Contributor by
      reason of your accepting any such warranty or additional liability.

  14. General.

    (a) Relationship of Parties.  You and Micro Services are independent
        contractors, and nothing herein shall be deemed to constitute either
        party as the agent or representative of the other or both parties as
        joint venturers or partners for any purpose.

    (b) Export Control.  You shall comply with the U.S. Foreign Corrupt
        Practices Act and all applicable export laws, restrictions and
        regulations of the U.S. Department of Commerce, and any other applicable
        U.S. and foreign authority.

    (c) Assignment.  This Agreement and the rights and obligations herein may
        not be assigned or transferred, in whole or in part, by You without the
        prior written consent of Micro Services.  Any assignment in violation of
        this provision is void.  This Agreement shall be binding upon, and inure
        to the benefit of, the successors and permitted assigns of the parties.

    (d) Governing Law.  This Agreement shall be governed by and construed under
        the laws of the State of New York and the United States without regard
        to conflicts of laws provisions thereof, and without regard to the
        Uniform Computer Information Transactions Act.

    (e) Attorneys’ Fees.  In any action or proceeding to enforce rights under
        this Agreement, the prevailing party shall be entitled to recover its
        costs, expenses and attorneys’ fees.

    (f) Severability.  If any provision of this Agreement is held to be invalid,
        illegal or unenforceable in any respect, that provision shall be limited
        or eliminated to the minimum extent necessary so that this Agreement
        otherwise remains in full force and effect and enforceable.

    (g) Entire Agreement; Waivers; Modification.  This Agreement constitutes the
        entire agreement between the parties relating to the subject matter
        hereof and supersedes all proposals, understandings, or discussions,
        whether written or oral, relating to the subject matter of this
        Agreement and all past dealing or industry custom. The failure of either
        party to enforce its rights under this Agreement at any time for any
        period shall not be construed as a waiver of such rights. No changes,
        modifications or waivers to this Agreement will be effective unless in
        writing and signed by both parties.