Copyright Demerzel Solutions Limited (t/a Nethermind) 2024. All rights reserved.
1. IP Ownership. You (the “Licensee”) acknowledge and agree that Demerzel Solutions Limited (“Nethermind”, “Licensor”) own all legal right, title and interest in and to the work, software, application, source code, documentation and any other documents in this repository (collectively, the “Program”), including any intellectual property rights which subsist in the Program (whether those rights happen to be registered or not, and wherever in the world those rights may exist), whether in Source form or any other form.
2. Definitions. “Licence” shall mean this Licence Agreement setting out the terms and conditions for any use, modification, reproduction and distribution of the Program. "Source form” shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files. "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. "Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Program and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. "Commercial Purposes" refers to any activity undertaken with the primary intention of generating profit, revenue, or financial gain and shall include, without limitation, the offering of the Program or Derivative Works through a computer network or an interface, enabling third parties to interact with the functionality of the Program or Derivative Works in distributed form or remotely through a computer network, offering a product or service, the value of which entirely or primarily derives from the value of the Program or Derivative Works, or offering a product or service that accomplishes for users the primary purpose of the Program or Derivative Works.
3. License. Subject to the terms and conditions of this Licence, Nethermind hereby grants to the Licensee a worldwide, non-exclusive, no-charge, royalty-free, non-transferable, non-sublicensable, limited copyright licence to copy, modify, adapt, make error corrections of, prepare Derivative Works of, publicly display, and distribute the Program and such Derivative Works in Source or Object form, solely for Non-Commercial Use. 3.1. Non-Commercial Use. “Non-Commercial Use” means each use as described in subclauses (A)-(B) below, as reasonably determined by Nethermind in its sole discretion: A) personal use for research, personal study, private entertainment or hobby projects, in each case without any anticipated commercial application; or B) use by any charitable organization, educational institution, public research organization, public safety or health organization, environmental protection organization or government institution except when used for Commercial Purposes. 3.2. Restrictions on Third-Party Usage for Commercial Purposes. A) The Licensee agrees that the the Licensee shall not make the Program, as defined in this licence, or any modified version thereof available for use by third parties for Commercial Purposes, including for selling formal verification services, or for verifying any third parties' products with the intent of commercial gain. The Licensee shall take reasonable measures to prevent unauthorised use of the Program for such Commercial Purposes. B) This clause does not restrict the Licensee from using the Program for internal purposes, research, or personal projects, provided that such usage remains non-commercial in nature.
4. Source Code Modification, Distribution and Attribution. 4.1. The Licensee agrees that any Derivative Work created using the Program's Source code, and any distribution, publication, copy, modification, merger therewith, combination with another program or derivative works thereof, shall be subject to the same restrictions as set forth herein, including but not limited to the Non-Commercial Use restriction. 4.2. The Licensee shall prominently include notices within the Derivative Works documentation and source code, indicating the use of the Program and its original source code, as well as referencing this licence agreement. These notices shall be provided in a manner that is visible and easily accessible to any end-users of the Derivative Works. 4.3. This clause shall not apply to modifications that are performed solely for the Licensee's internal use and are not distributed externally. 4.4. The Licensee must give appropriate credit, provide a link to the licence, and indicate if changes were made while distributing, copying or modifying the Program. The Licensee may do so in any reasonable manner, but not in any way that suggests the Licensor endorses the Licensee or their use of the Program. 4.5. The Licensee acknowledges and agrees that Nethermind is granted a non-exclusive, royalty-free licence to use (commercially and non-commercially), reproduce, distribute, publicly perform, and publicly display any modifications made to the source code of the Program by the Licensee i.e. the Derivative Works.
5. Limitations. Except as expressly stated in clause 3 above, the Licensee has no right (and shall not permit any third party) to copy, reverse engineer, decompile, disassemble, modify, adapt, prepare Derivative Works of, transfer (by sale, resale, licence, sublicence, download or otherwise) or make error corrections to the Program in whole or in part.
6. Trademarks. This Licence does not grant permission to use the trade names, trademarks, service marks, or product names of Nethermind, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the LICENCE file.
7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Nethermind provides the Program 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. The Licensee is solely responsible for determining the appropriateness of using or redistributing the Program and assume any risks associated with the Licensee’s exercise of permissions under this Licence.
8. Limitation of Liability. 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 Nethermind be liable to the Licensee or any third parties for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Licence or out of the use or inability to use the Program (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 Nethermind has been advised of the possibility of such damages.