Torq License, Pre-Launch, Version 1
Copyright © 2023, LNCM AS (aka. LN Capital)
Licensor: LNCM AS, Reg. 928 136 558 MVA (aka. LN Capital)
Software: means the software "Torq" in object and source code format.
Binding effect: By ticking off the acceptance button or otherwise start using the Software, you commit to and undertake to use the Software in accordance with these terms of use (the "Agreement").
License term: You may use the Software in accordance with the Agreement from the date of the Agreement and until Licensor officially launch of a paid subscription plan version of the Software, as announced by the Licensor on its official website and/or through a press release.
License grant: Licensor hereby grants to each recipient of the Software (“you”) a non-exclusive, non-transferable, sublicensable, royalty-free and fully-paid-up license, under all of the Licensor’s intellectual property rights, including copyright and patent, to use, sub-license, copy, publicly perform and display the Software, and to create, invent and otherwise make further developments of and amendments in the Software (jointly "Derivatives"), subject to the terms and conditions of the Agreement. Any Derivatives created, invented, or otherwise made by you or by any third party after the date of this Agreement, may be used by you in the same manner as the Software.
Redistribution: Redistribution, sublicensing of or otherwise making the Software available to third parties (jointly "Redistributing") must include a copy of this Agreement. Any Redistribution of the Software is only allowed if the recipient/sublicensee (each a "Recipient" adhere to this Agreement.
Source code availability: The source code of the Software is made available for inspection and contribution purposes only, including creating, inventing and otherwise making Derivatives. You are not allowed to use the source code of the Software for commercial sale or unauthorized distribution or other use contrary to this Agreement. Any Recipient of the source code must comply with the terms and conditions of this Agreement.
Contribution and assignment: All intellectual property rights in and to any Derivatives automatically, immediately and irrevocably becomes the property of the Licensor. You expressly, free of charge and irrevocably assign all rights, titles, and interests in your Derivatives and agree to execute any documents necessary to perfect such assignment. The Licensor shall have the exclusive right, without obligation, to use, copy, distribute, prepare derivative works of, publicly perform and display the Derivatives.
Indemnification: You agree to indemnify, defend, and hold harmless the Licensor, its affiliates, and its respective directors, officers, employees, contractors, agents, licensors, and suppliers (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, demands, damages, losses, costs, expenses (including reasonable attorneys' fees), and other liabilities that may arise from or in connection with: (a) your use of the Software; (b) any breach by you of this Agreement; (c) any third-party claim that your use of the Software infringes the intellectual property rights of such third party; (d) any claim arising from or in connection with your Derivatives.
Waiver of liability: You expressly acknowledges that in consideration of your rights under this Agreement, neither Licensor nor any of its contractors, employees, agents, representatives, and affiliates, shall be liable for any costs or losses suffered by you as a consequence of this Agreement or use of the Software or any Derivatives in any way, including not for any direct, special, incidental, indirect, or consequential damages or losses of any kind, or any damages/losses whatsoever, including, without limitation, those resulting from loss of use, data, or profits, whether or not advised of the possibility of damage, and on any theory of liability, arising out of or in connection with the use or performance of this software.
Trademarks: This license does not grant you any right in the trademarks, service marks, brand names or logos of Licensor.
Governing law/jurisdiction: This Agreement is exclusively governed by the laws of Norway. Any legal disputes arising under or in connection with this license shall be exclusively resolved by the district courts of Oslo, Norway.
DISCLAIMER: THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. LICENSORS HEREBY DISCLAIM ALL LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE.
Termination: If you violate the terms of this Agreement, your rights will terminate automatically and will not be reinstated without the prior written consent of Licensor. Any such termination will not affect the right of Licensor accrued under this Agreement including to Derivatives or rights or obligations of others to whom you may have Redistributed the Software or who may otherwise have derived rights or obligations under this Agreement from you.