Wallaroo Community License Agreement
Please read this Wallaroo Community License Agreement (the "Agreement") carefully before using Wallaroo (as defined below), which is offered by Wallaroo Labs, Inc. or its affiliated Legal Entities ("Wallaroo Labs").
By downloading Wallaroo 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 Wallaroo 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 Wallaroo 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) "Wallaroo" shall mean the platform software provided by Wallaroo Labs that is an ultrafast and scalable data processing engine for building and running data-driven applications and services, including both Wallaroo Core and Wallaroo Enterprise, as defined below.
b) "Wallaroo Core" shall mean the open source version of Wallaroo, available free of charge at GitHub.
c) "Wallaroo Enterprise" shall mean the additional modules, APIs, and features made available by Wallaroo Labs for commercial use of Wallaroo Core, the use of which is subject to additional terms set out below.
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 to Wallaroo Labs 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 Wallaroo Labs 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, Wallaroo Labs 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 Wallaroo Labs, from whom Wallaroo Labs receives a Contribution that Wallaroo Labs 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 (e.g., APIs) 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 Wallaroo Labs 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 Wallaroo Labs, 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.
a) License to Wallaroo Core. The License for Wallaroo Core 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 the text of the Apache License for full terms. Wallaroo Core is a no-cost, entry-level license and as such, contains the following disclaimers: NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WALLAROO CORE 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 Wallaroo Core.
b) License to Wallaroo 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 Wallaroo 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 Wallaroo 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 Licensor may use, or provide You access to, Third Party Works in connection Wallaroo 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 Wallaroo Enterprise under the terms of a third party License, or as otherwise notified, 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, Wallaroo Labs may offer professional services or support for Wallaroo, which may now or in the future be subject to additional fees and additional terms and conditions.
a) Free Use of Wallaroo Enterprise. Wallaroo Labs does not charge license fees for use of Wallaroo Enterprise in (i) development, testing or staging environments or (ii) in a production/live environment for a single cluster of up to the lesser of three (3) servers or twenty-four (24) CPUs. Use of multiple clusters in production/live environments within these parameters by or on behalf of another party is prohibited unless You pay the fees specified below. Free use of Wallaroo Enterprise does not entitle You to professional services or support from Wallaroo Labs.
b) Fees. The License to Wallaroo Enterprise is conditioned upon Your payment of the fees specified in a separate order form that You enter into with Wallaroo Labs, which You agree to pay to Wallaroo Labs in accordance with the payment terms set out therein. Any professional services or support for Wallaroo Labs may also be subject to Your payment of fees, which will be specified in an order form when you sign up to receive such professional services or support. Wallaroo Labs 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.
c) 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 Wallaroo Labs' 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 Wallaroo Labs' 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 Wallaroo Labs with a valid tax-exempt certificate.
d) Recordkeeping and Audit. If fees for Wallaroo Enterprise are based on the number of CPUs or servers running Wallaroo Enterprise or another use-based unit of measurement, You must maintain complete and accurate records with respect to Your use of Wallaroo Enterprise and will provide such records to Wallaroo Labs for inspection or audit upon Wallaroo Labs' 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 Wallaroo Labs' then-current rates.
5. 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; and
e) 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; and
f) Derivative Works of Wallaroo 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 Wallaroo Enterprise and thus will be subject to the payment of fees to Wallaroo Labs by any user of the Enterprise Derivative Work.
6. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in Wallaroo by You to Wallaroo Labs shall be under the terms and conditions of Wallaroo Labs' Contributor License Agreement (which is based off of the Apache License), 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 Wallaroo Labs regarding such Contributions.
7. 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.
8. Disclaimer of Warranty. EXCEPT AS SET OUT IN A SEPARATE AGREEMENT BETWEEN YOU AND A LICENSOR, 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.
9. 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 WALLAROO LABS 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.
10. Accepting Warranty or Additional Liability. While redistributing Works or Derivative Works thereof, and without limiting your obligations under Section 5, 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 Wallaroo Labs or any other Contributor, and only if You agree to indemnify, defend, and hold Wallaroo Labs and each other Contributor harmless for any liability incurred by, or claims asserted against, Wallaroo Labs or such Contributor by reason of your accepting any such warranty or additional liability.
a) Relationship of Parties. You and Wallaroo Labs 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 Wallaroo Labs. 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 (together with any supplemental order forms) 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.