Origyn Foundation Software License (OFSL)
Version 1.0
This License Agreement (this “Agreement”) is entered into upon use of the software for software development purposes by the software user.
Origyn Foundation, a Swiss foundation corporation having its principal place of business at Rue des Usines 44, 2000 Neuchâtel, Switzerland (hereinafter referred to as “Licensor”)
and
Software user (hereinafter referred to as “Licensee”).
Preamble
This Origyn Foundation Software License (OFSL) governs the use, distribution, and modification of the CanDB software package and any other intellectual property, including its associated documentation and files (collectively, the "Software"), developed by the Origyn Foundation (the "Licensor").
- Definitions
In this License, the following terms have the following meanings:
1.1 "Commercial Entity" means any individual, corporation, or DAO that engages in commercial activities.
1.2 "Non-commercial Use" means use of the Software that does not directly or indirectly generate revenue or financial gain for the Licensee, and is not conducted in connection with any revenue-generating or business activities private or public.
1.3 "Licensee" means the individual, corporation, or DAO that is granted rights under this License.
- Grant of License
Subject to the terms and conditions of this License, the Licensor hereby grants the Licensee a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, display, perform, sublicense, and distribute the Software, provided that:
2.1 The Licensee complies with the stipulations set forth in this License.
- Free Use for Private, Non-commercial Purposes
The Software is free to use for non-commercial purposes as defined in 1.2
- Software Source Code Availability
The Software source code is publicly available.
- Free Use for Commercial Purposes
The Software is free to use for commercial purposes, provided that the Commercial Entity meets the following requirements:
5.1 The Commercial Entity has less than 1 million US dollars in cumulative revenue.
5.2 The Commercial Entity has a valuation of less than 10 million US dollars as assessed by an independent auditor.
5.3 The Commercial Entity has not issued more than 20% of the total tokens or shares in a decentralization sale or public offering.
- Commercial License for Qualifying Entities
Commercial Entities that want to use the Software after reaching the qualification threshold must purchase a license agreement in one of the following manners:
6.1 Pay one time, $50,000 USD cash before the qualifying event.
6.2 Issue 1% of the total tokens or shares in the public offering or successful decentralization sale must be issued to the Licensor as part of the offering. Any restrictions on the tokens should match those offered to other seed funders of the organization/DAO.
- Modifications and Derivative Works
7.1 Any entity may modify, enhance, upgrade, or create derivative products from the source code, provided that the resulting inventions are made available to the public under the same terms and conditions as this License, including any required attribution to the original creators.
7.2 The Licensor reserves the right to incorporate these changes back into the product, provided that the Licensor attributes the creators of the modifications or derivative works in any documentation or public release of the modified Software.
- Covered Functionality
The license covers the following functionality of the CanDB software package:
8.1 Smart Canister with APIs for performant, shallow CRUD operations on data
8.2 Smart Canister with APIs for spinning up new data partitions
8.3 Smart Canister with APIs for upgrading specific canister partitions, and/or multiple partitions via rolling upgrades
8.4 Smart Canister with APIs for targeted canister partition deletion
8.5 Data Storage Schemas
8.6 Indexing and Search Functions
8.7 Client Libraries
- Upgrades
Any commercial Licensee gains access to the upgrades to the above features in perpetuity without additional charge.
- Decentralization and License Updates
The Licensor reserves the right to decentralize ownership of the IP in a decentralization sale or to update the license to an Apache or MIT-based license.
Should the Licensor elect to do this, the Licensee will maintain all rights and access to software to that point and this license will stay in force unless the Licensee waives rights and chooses to engage in the new terms THAT RESULT FROM OWNERSHIP DECENTRALIZATION OR LICENSE UPDATE.
- Licensor's Responsibilities
The Licensor is responsible for all operating costs of the Software.
- Inclusion in Other Projects
The Licensor may include the Software in other projects or software packages and make it available under the same licensing terms.
- Sub-licensing
13.1 The Licensee may sublicense the Software for private use and charge for such sublicenses provided that Licensee obtains Licensor’s prior written consent, which consent shall not be unreasonably withheld. All sublicenses granted by the Licensor shall be subject to the terms and conditions of this License, including the restrictions on commercial use set forth in Sections 5 and 6.
13.2 The Licensee shall provide a written sublicensing agreement to each sublicensee, which incorporates the terms and conditions of this License by reference. The sublicensing agreement shall also specify the rights and obligations of the sublicensee, including, but not limited to, any payment terms, reporting requirements, and any additional restrictions on use, modification, or distribution of the Software.
- Indemnification
14.1 The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with the Licensee's use, modification, distribution, or sublicensing of the Software, or any violation of this License.
- Dispute Resolution
15.1 Any dispute arising out of or in connection with this License, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date when the Notice of Arbitration is submitted in accordance with these Rules.
15.2 The seat of the arbitration shall be Neuchâtel, Switzerland. The arbitral proceedings shall be conducted in English.
- Representations and Warranties
16.1 The Licensor represents and warrants that it has the full right, power, and authority to grant the License set forth in this Agreement.
16.2 The Software is provided "as is" and the Licensor makes no representations or warranties, express or implied, with respect to the Software, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or that the operation of the Software will be error-free or uninterrupted.
16.3 Each Party represents that the execution and performance of this Agreement do not require any approval, license, qualification, consent or filing or exemption therefrom, or other action by any court, governmental authority or other person, and do not contravene or constitute a default under any legal requirement binding on such Party, any agreement binding on such Party or any of its assets, or any judgment, injunction or order or decree binding on such Party or any of its properties.
16.4 Each Party represents that there is no actual, pending or, to the best knowledge of such Party, threatened action, suit, proceeding or investigation against or affecting it or any of its assets (including, with respect to Licensor, Licensor Intellectual Property) before or by any court or arbitral tribunal or any governmental authority which would prohibit or interfere with such Party’s performance of its duties under this Agreement.
- Jurisdiction
This License shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of law provisions. The exclusive jurisdiction and venue for any disputes arising out of or relating to this License shall be Neuchâtel, Switzerland.
- Severability
If any provision of this License is held to be unenforceable or invalid, such provision shall be deemed severed from this License, and the remaining provisions shall continue in full force and effect.
- Entire Agreement
This License constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between the parties relating thereto.
- Amendment
No amendment, modification, or waiver of this License shall be binding unless in writing and signed by both parties.
- No Assignment
Neither party may assign or transfer its rights or obligations under this License without the prior written consent of the other party, except that the Licensor may assign this License in connection with a merger, reorganization, or sale of all or substantially all of its assets.
- Notices
All notices, requests, and other communications required or permitted under this License shall be in writing and shall be deemed to have been given when delivered personally, by email, or by registered mail, postage prepaid, to the address of the other party as set forth in this License or to such other address as may be designated by either party in writing.
- Waiver
No waiver of any breach of any provision of this License shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
- Force Majeure
Neither party shall be liable for any failure or delay in performance under this License (except for payment obligations) to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to, acts of God, war, terrorism, civil unrest, labor strikes or disputes, or governmental action.
- No Third-Party Beneficiaries
This License is for the sole benefit of the Licensor and the Licensee and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this License.
- Independent Contractors
The parties to this License are independent contractors, and nothing in this License shall be construed as creating an employer-employee relationship, partnership, or joint venture between the parties.
- Survival
Any provisions of this License which, by their nature, should survive termination or expiration of this License, shall so survive, including without limitation, Sections 7, 11, 14, 15, 16, and 17.
- Headings
The headings in this License are for convenience only and shall not affect the interpretation of any provision.
- Counterparts
This License may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
- Enforcement and Compliance
30.1 The Licensor shall have the right, at its expense and upon reasonable notice to the Licensee, to audit the Licensee's use of the Software to verify compliance with the terms and conditions of this License.
30.2 If an audit reveals that the Licensee is not in compliance with this License, the Licensor may, in addition to any other remedies available under this License or applicable law, require the Licensee to promptly remedy any non-compliance, pay any fees or charges due, and reimburse the Licensor for any expenses incurred in conducting the audit.
- Limitation of Liability
31.1 In no event shall the Licensor or its affiliates, officers, directors, employees, or agents be liable to the Licensee or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, or other damages arising out of or in connection with the use, modification, or distribution of the Software, even if the Licensor has been advised of the possibility of such damages.
31.2 The Licensor's total liability to the Licensee for any claim arising out of or in connection with this License, whether in contract, tort, or otherwise, shall not exceed the amount of any fees paid by the Licensee to the Licensor under this License.
These revisions are intended to address some of the concerns raised. However, it is essential to consult with a legal expert or attorney specializing in software licenses to review and refine these changes and ensure that the license adequately protects the interests of both the Licensor and the Licensee.
- Term and Termination
32.1 If either party commits a material breach of its obligations under this Agreement and fails to cure that breach within thirty (30) days after receiving written notice thereof, the other party may terminate this Agreement immediately upon written notice to the party in breach.
32.2 Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall terminate, all rights to the Software will revert to the Licensor and Licensee may not make any further use or exploitation of the Software.