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LICENSE
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Zeta Protocol SDK License Agreement
Date Last Revised: 4 September 2024
TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION
1. Definitions
“Affiliate” shall mean, with respect to any individual or Legal Entity, any other
individual or Legal Entities that directly control, are controlled by, or are under
common control with that individual or Legal 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. Notwithstanding the forgoing, Zeta
Foundation and Zeta Protocol Foundation shall, for the purposes of this License,
constitute Affiliates of Licensor.
“Derivative Works” shall mean any work, whether in Source or Object form, that
is based on (or derived from) the SDK and 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 SDK and Derivative Works thereof.
“Excluded Jurisdiction” shall have the meaning ascribed to it in the Terms of Use.
“Excluded Persons” shall have the meaning ascribed to it in the Terms of Use.
“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.
“License” shall mean the terms and conditions for use, reproduction, and
distribution as defined by Sections 1 through 11 of this document.
“Object” form shall mean any form resulting from mechanical transformation or
translation of a Source form, including compiled object code, generated
documentation, and conversions to other media types.
“Source” form shall mean the preferred form for making modifications, including
to software source code, documentation source, and configuration files.
“Terms of Use” shall mean the Zeta Terms and Conditions as updated from time
to time and available at https://docs.zeta.markets/legal/terms-and-conditions.
“U.S. Person” shall have the meaning ascribed to it in the Terms of Use.
“Protocols” shall have the meaning ascribed to it in the Terms of Use.
2. Grant of License. Zeta Markets Protocol Corp. (“Licensor”), on behalf of
itself and its Affiliates, hereby grants to you (“Licensee”) a non-exclusive,
non-transferable, no-charge, royalty-free and revocable copyright license
to use, reproduce and prepare Derivative Works of the Zeta software
development kit (“SDK”) for the purpose of interacting programmatically
with the Protocols, subject to the terms and conditions set forth in this
License and the Terms of Use.
3. Restrictions on Use. In addition to the terms set forth herein, Licensee
acknowledges and agrees to the terms, conditions, representations and
warranties set forth in the Terms of Use and that each such warranty and
representation is repeated each time Licensee uses the SDK or Derivative
Works
a. Jurisdictional Restrictions. The Licensee acknowledges and
agrees that, as specified in the Terms of Use, the use of the
Protocols is strictly prohibited for any Excluded Persons which
includes U.S. Persons and any persons or entities who (i) reside in,
(ii) are citizens of, (iii) are located in, (iv) are incorporated in, or (v)
have a registered office or principal place of business in an
Excluded Jurisdiction, including the United States. Licensee also
warrants that is not, and will not be, using the SDK to access and/or
use the Protocols from an Excluded Jurisdiction.
b. Terms Updates. The Licensee acknowledges that, under the
Terms of Use, Zeta may amend the Terms of Use at any time,
including (without limitation) the conditions of access to and use of
the Protocols and the definition of U.S. Persons. The Licensee
agrees to regularly consult the Terms of Use to confirm the
applicable terms in respect of U.S. Persons in effect at any time, to
be bound by such terms, and to promptly advise Licensor if the
representations made herein and in the Terms of Use are no longer
accurate.
4. Compliance. The Licensee agrees to comply with all applicable laws and
regulations in connection with its use of the SDK and the Protocols. If the
Licensee is prohibited under applicable law from accessing or using the
SDK, Licensee may not access or use the SDK, and Licensee will comply
with all applicable laws and regulations (including laws and regulations
related to export controls) in connection with their access or use of the
SDK.
5. Trademarks. This License does not grant permission to use the trade
names, trademarks, service marks, or product names of the Licensor,
except as required for reproducing the content of the NOTICE file;
provided that any such use shall be consistent with and similar in manner
to how such names, trademarks, service marks, or product names have
hitherto been used by Licensor in reproducing the content of the NOTICE
file.
6. Disclaimer of Warranties. Unless required by applicable law or agreed
to in writing, Licensor provides the SDK on an “AS IS” BASIS, WITHOUT
WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied,
including any warranties or conditions of TITLE, NON-INFRINGEMENT,
SUFFICIENCY, MERCHANTABILITY, or FITNESS FOR A PARTICULAR
PURPOSE. Licensee is solely responsible for determining the
appropriateness of using the SDK and assume any risks associated with
the exercise of permissions under this License.
7. 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 the Licensor be liable to the Licensee for damages,
including any direct, indirect, special, incidental, or consequential
damages of any character arising as a result of this License or out of the
use or inability to use the SDK (including damages for loss of goodwill,
work stoppage, computer failure or malfunction, or any and all other
commercial damages or losses), even if the Licensor has been advised of
the possibility of such damages.
8. Termination. This License shall remain in full force and effect and be
legally binding on Licensee for so long as Licensee accesses and/or uses
the SDK or Derivative Works. Licensor may restrict, suspend and/or
terminate Licensee’s access and/or use of the SDK and Derivative Works
at any time for any reason at Licensor’s sole discretion. Neither Licensor
nor any of its Affiliates will have any liability whatsoever to Licensee for
any such restriction, suspension and/or termination or for any action taken
by Licensor and/or any of its Affiliates to implement such restriction,
suspension and/or termination. Sections 1, 6, 7, 9 and 11 of this License
shall remain in effect notwithstanding any such restriction, suspension
and/or termination.
9. Indemnification. Licensee agrees to indemnify, defend and hold the
Licensor and their Affiliates, officers, directors, suppliers, licensors, and
other customers harmless from, and against, any and all claims, liability
and costs that arise in connection with your use, access or other
exploitation of the SDK or Derivative Works (including any breach of this
License).
10.Power and Authority. By accessing or using the SDK, you represent,
warrant, and covenant that you have the full power and authority to bind
you (or any Legal Entity you represent) to the terms of this License.
11.General.
a. This License and the Terms of Use are the entire agreement
between you and Licensor and supersedes any and all prior
agreements (including the Apache 2.0 license).
b. Nothing contained in this License will be deemed to be construed as
creating a partnership or an agency relationship or joint venture
between Licensee, on the one hand, and Licensor or its Affiliates, on
the other hand.
c. This License, and your rights hereunder, may not be assigned,
without Licensor’s prior written consent, and any attempted
assignment, subcontract, delegation, or transfer in violation of the
foregoing will be null and void. Licensor may freely assign this
License and its respective rights hereunder.
d. A waiver by Licensor of any right or remedy under this License shall
only be effective if it is in writing, executed by a duly authorized
representative of Licensor and shall apply only to the circumstances
for which it is given. Failure of Licensor to exercise or enforce any
right or remedy under this License shall not operate as a waiver of
such right or remedy, nor shall it prevent any future exercise or
enforcement of such right or remedy, and no single or partial
exercise of any right or remedy shall preclude or restrict the further
exercise of any such right or remedy or other rights or remedies.
e. Save for Licensor’s Affiliates who shall have the rights and benefits
to the extent accorded thereto under this License, any person who
is not a party hereto shall have no right under the Contracts (Rights
of Third Parties) Act (Chapter 53B) of Singapore to enforce any
terms of this License.
f. This agreement shall be constituted by your acceptance of this
License, and any dispute or claim arising out of or in connection
with the subject matter or formation (including non-contractual
disputes or claims) of such agreement, shall be governed by and
construed in accordance with the law of Singapore. The parties
hereto agree that any dispute or claim arising out of or in
connection with the subject matter or formation (including non-
contractual disputes or claims) of this License shall be by
arbitration, and judgment upon the award may be entered by any
court having jurisdiction thereof or having jurisdiction over the
relevant party or its assets. The arbitration shall be conducted
under the rules of the Singapore International Arbitration Centre
(“SIAC”). The arbitral tribunal shall consist of a sole arbitrator to be
appointed by the President of the SIAC. The seat of the arbitration
shall be Singapore. The language of the arbitration shall be English.
The arbitration agreement shall be governed by Singapore law.
END OF TERMS AND CONDITIONS
APPENDIX: How to apply the Zeta Protocol SDK License to your work.
To apply the Zeta Protocol SDK License to your work, attach the following
boilerplate notice, with the fields enclosed by brackets “[]” replaced with your
own identifying information. (Don’t include the brackets!) The text should be
enclosed in the appropriate comment syntax for the file format. We also
recommend that a file or class name and description of purpose be included on
the same “printed page” as the copyright notice for easier identification within
third-party archives.
Copyright [yyyy] [name of copyright owner]
Licensed under the Zeta Protocol SDK License (the “License”); you may not use
this file except in compliance with the License. You may obtain a copy of the
License at https://docs.zeta.markets/legal/sdk-license.
Unless required by applicable law or agreed to in writing, software distributed
under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR
CONDITIONS OF ANY KIND, either express or implied, as further set forth in the
License. See the License for the complete terms governing permissions,