Moderne Source Available License Agreement

Last Update: December 13, 2024

Acceptance

This Agreement sets forth the terms and conditions on which the Licensor makes
available the Software. By installing, downloading, copying, accessing, using,
creating derivative works of, or distributing any of the Software, You agree
to all of the terms and conditions of this Agreement. If You are receiving the
Software on behalf of an entity, sole proprietorship or other organization,
You represent and warrant that You have the authority to agree to this Agreement
on behalf of such organization.

The Licensor reserves the right to update this Agreement from time to time.

The terms below have the meanings set forth below for purposes of this Agreement:

Definitions

Agreement: this Moderne Source Available License Agreement.

Control: ownership, directly or indirectly, of substantially all the assets
of an entity, or the power to direct its management or policies by vote, contract,
or otherwise.

License: a license as described in the License or Patent paragraph below.

Licensor: Moderne, Inc. on behalf of itself and its subsidiaries worldwide.

Modify, Modified, or Modification: copy from or adapt all or part of the work
in a fashion requiring copyright permission (including, without limitation,
creating a derivative work via linking or otherwise) other than making an exact
unlinked copy. The resulting work is called a Modified version of the earlier
work or a Modification.

Software: The Licensor’s software components provided to You by the Licensor
under this Agreement.

Trademark: the trademarks, service marks, and any other similar rights.

You: the recipient of the Software pursuant to this Agreement, including both
(a) the individual agreeing to this Agreement and (b) if receiving the Software
or agreeing on behalf of or representing an entity, sole proprietorship or other
organization, that organization.

Your Company: any legal entity, sole proprietorship, or other kind of organization
that You work for or represent, plus all organizations that have Control over,
are under the Control of, or are under common Control with that organization.

Your Licenses: means all the Licenses granted to You under this Agreement.

License

The Licensor grants You a non-exclusive, royalty-free, worldwide, non-sublicensable,
non-transferable license under the Licensor’s copyrights to use, copy, distribute
internally, and prepare derivative works of the Software, in each case subject
to, and conditional on compliance with, the limitations and conditions below.

Limitations

You may not and will not make the functionality of the Software or a Modified
version available to third parties as a service or distribute the Software or
a Modified version in a manner that makes the functionality of the Software
directly or indirectly available to third parties.

Making the functionality of the Software or Modified version available to third
parties includes, without limitation, enabling third parties to interact with
the functionality of the Software or Modified version in distributed form or
remotely through a computer network, offering a product or service, the value
of which derives to any extent from the value of the Software or Modified version,
or offering a product or service that accomplishes for users any purpose of
the Software or Modified version.

Examples of third parties that are prohibited under this limitation include
but are not limited to:

    Sourcegraph and Sourcegraph Batch Changes
    Amazon Q Code Transformer
    Broadcom Application Advisor

You may not and will not alter, remove, or obscure any licensing, copyright,
or other notices of the Licensor in the Software. Any use of the Licensor’s
Trademarks is subject to applicable law (but no license is granted hereunder
with respect to the Licensor’s Trademarks).

Patents

The Licensor grants You a license, under any of the Licensor’s patent claims
covering the Software, to make, have made, use, import and have imported the
Software, in each case subject to, and conditional upon compliance with, the
limitations and conditions in this Agreement. This license does not cover any
patent claims that You cause to be infringed by Modifications or additions to
the Software. If You or Your Company make any claim that the Software (or any
Modification owned by or available from the Licensor) infringes or contributes
to infringement of any patent, the patent license granted under this Agreement
ends immediately.

Notices

You must ensure that anyone who gets a copy of any part of the Software or a
Modification from You also gets a copy of the terms and conditions in this Agreement.

If You modify the Software, You must include in any Modified copies of the Software
prominent notices stating that You have Modified the Software.

No Other Rights

The terms and conditions of this Agreement do not imply any licenses other than
those expressly granted in this Agreement.

Termination

If You violate this Agreement or if You engage in any activity regarding the
Software beyond or in conflict with the terms of this Agreement, such activity
is not licensed, and Your Licenses will automatically terminate. If the Licensor
provides You with a notice of your violation and gives you an option to cure,
and You cease and cure all violations of this License no later than 30 days
after You receive that notice, Your Licenses will be reinstated retroactively.
However, if You violate this Agreement after such reinstatement, any additional
violation of this Agreement will cause your Licenses to terminate automatically
and permanently.

No Liability

AS FAR AS THE LAW ALLOWS, THE SOFTWARE COMES “AS IS,” WITHOUT ANY WARRANTY,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WHATSOEVER, INCLUDING WITHOUT LIMITATION
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR
NON-INFRINGEMENT. FURTHERMORE THE LICENSOR WILL NOT BE LIABLE TO YOU FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES (OR, TO THE EXTENT LEGALLY PERMISSIBLE,
ANY OTHER DAMAGES) ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE SOFTWARE,
UNDER ANY KIND OF LEGAL CLAIM (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT
OR NEGLIGENCE).

Governing Law and Jurisdiction
This Agreement will be construed and enforced in all respects in accordance
with the laws of the State of Delaware, U.S.A., without reference to its choice
of law rules. The courts located in Delaware have exclusive jurisdiction for
all purposes relating to this Agreement, provided that the Licensor may apply
to any court of competent jurisdiction for injunctive relief.