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.a) 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:

(a) modify and prepare derivative works based on the Software (your “Modifications”);
(b) compile, install and execute the Software and your Modifications; and, 
(c) 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.b) 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:

(a) distribute, sell, sublicense or otherwise transfer or make available 
the Software or your Modifications to third parties;

(b) 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

(c) 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.c) 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.d) 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.e) 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. 

7a) 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.

7b) 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.

7c) 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.