Diveplane Corporation

Free Software License Terms

PLEASE READ THIS LICENSE AGREEMENT (“Agreement”) CAREFULLY. This Agreement is a
legally binding agreement between you (sometimes referred to as “You” or
“Your”) and Diveplane Corporation (referred to as “Diveplane”, “Us”, “Our”, or
“We”). You and Diveplane are collectively referred to herein as the “Parties”.
By accessing and using the Diveplane Software, You agree to be bound by these
terms and conditions.


1. Diveplane Software

    a. Provided as Is. You acknowledge and agree that the Diveplane Reactor
       Community Edition (“Diveplane Software”) is provided “as is” with no
       warranty express or implied under this Agreement, and for use by You. No
       other services, upgrades, or support are being provided to You, but
       Diveplane may, at its sole discretion provide upgrades during the Term.

    b. Grant of License for Your Use Only. Subject to the terms and conditions
       of this Agreement, Diveplane hereby grants to You a limited, non-
       exclusive, non-transferable, non-sublicensable right to install, access,
       and use the Diveplane Software and its output (“Diveplane Output”) for
       commercial or non-commercial purposes as limited by this Agreement.

    c. Prohibitions. You may not and shall not permit anyone to (a) copy the
       Diveplane Software; (b) sublicense, rent, lease, sell, loan, transfer,
       distribute, translate, reverse engineer, decompile, or disassemble or
       otherwise obtain or attempt to create, derive, or obtain the source or
       object code of the Diveplane Software; (c) modify, add content to,
       enhance, prepare derivative works from or otherwise change the Diveplane
       Software; (d) bypass or breach any security device or other protection
       used by the Diveplane Software; (e) damage, destroy, disable, interfere
       with or otherwise impede or harm the Diveplane Software, Diveplane
       systems or Diveplane’s provision of services to or from any third party,
       in whole or in part; (f) access or use the Diveplane Software or other
       services for purposes of competitive analysis of or creation of
       competitive software to the Diveplane Software.

    d. Remote Network Interaction. Notwithstanding any other provision of this
       Agreement, this agreement does not permit You to offer services that use
       the Diveplane Software over a network (“Network Services”) that allows
       users interacting with programs that use the Diveplane Software remotely
       through a computer network.

    e. Distribution. Notwithstanding any other provision of this Agreement,
       this Agreement does not permit distribution or conveying the Diveplane
       Software, including embedded in other software or hardware products, to
       anyone else, nor can you provide the Diveplane Software for download, or
       place it on a computer or server so that it may be downloaded by another
       (“Redistributed Copies”). Redistributed Copies are not licensed under
       this Agreement.

    f. Suspension. Diveplane may, and You shall assist Diveplane to, suspend,
       terminate or otherwise deny Your and/or any User’s, or any other
       person’s access to or use of all or any part of the Diveplane Software
       without incurring any resulting obligation or liability, if: (i)
       required by a judicial or other governmental demand; or (ii) Diveplane
       believes, in its reasonable discretion, that You or any User has failed
       to comply with any material term of this Agreement; or (iii) this
       Agreement expires or is terminated. Diveplane may terminate this
       Agreement upon the occurrence of (i) or (ii) in this Section.

    g. Ownership. As between Diveplane and You, Diveplane owns and shall own
       all right, title, and interest in and to the Diveplane Software and all
       products or services developed by Diveplane in relation thereto, during
       and after the Term.

    h. Your Data and Usage Data. You have sole ownership and/or rights to all
       Your data supplied by You to the Diveplane Software (“Your Data”). You
       acknowledge, consent and agree to Diveplane’s collection, use,
       processing and storage of usage related content from the computer or
       other devices used to access the Diveplane Software. This may include,
       but is not necessarily limited to, version number, IP addresses and
       other information like internet service, location, the type of browser
       and modules that are used and/or accessed (“Usage Data”). For avoidance
       of doubt, Usage Data is not Your Data.

    i. Term and Effect of Termination or Expiration. The term of this Agreement
       runs from the date You first download, access, or use the Diveplane
       Software and runs until December 31, 2023 (“Term”) unless earlier
       terminated. You may terminate this Agreement at will. Upon any
       termination of this Agreement, all rights, licenses, consents and
       authorizations granted by either party to the other hereunder will
       immediately terminate and You shall immediately deactivate the
       applicable access credentials, including those of Users, and delete,
       uninstall, and / or remove all copies of the Diveplane Software and any
       derivate works.

    j. Survival. Those provisions of this Agreement that by their nature are
       intended to survive termination or expiration of this Agreement shall
       so survive.


2. Disclaimers and No Warranties

   a. General. The Diveplane Software is provided “as is” and no warranties,
      express or implied, are provided for the software. You acknowledge that:
      (i) the Diveplane Software may contain errors, design flaws or other
      problems; (ii) access to and/or use of the Diveplane Software may result
      in unexpected results, loss of Your Data, project delays or other
      unpredictable damage or loss, and that You should backup all relevant
      systems and maintain copies of all Your Data used in the Diveplane
      Software under this Agreement; and (iii) by entering into this Agreement,
      Diveplane is under no obligation to enter into any subsequent agreement
      with You related to the Diveplane Software. For the avoidance of doubt,
      You agree and acknowledge that loss of data and records is a risk in
      connection with this Agreement and, therefore, agree to configure and
      backup Your computer system environment and data to prevent the
      activities contemplated hereunder from causing business interruption,
      damage to systems, loss of Your Data, or other loss or damage. EXCEPT AS
      SET FORTH HEREIN, YOU AGREE THAT DIVEPLANE HAS NO OBLIGATION OR LIABILITY
      FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF
      YOUR DATA OR SYSTEMS. You represent, warrant, and covenant to Diveplane
      that You own or otherwise have and will have the necessary rights and
      consents in and relating to the Your Data so that, as received by the
      Diveplane Software and processed in accordance with this Agreement, they
      do not and will not infringe, misappropriate or otherwise violate any
      intellectual property rights, privacy or other rights of any third party
      or violate any applicable law.

   b. DIVEPLANE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
      REGARDING USE OF OR RELIANCE ON THE DIVEPLANE SOFTWARE, AND THE DIVEPLANE
      SOFTWARE IS PROVIDED “AS IS.”  YOU HEREBY WAIVE, RELEASE AND DISCLAIM ALL
      OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF DIVEPLANE AND ALL OTHER
      REMEDIES, RIGHTS AND CLAIMS OF YOURS EXPRESS OR IMPLIED, ARISING BY LAW
      OR OTHERWISE, WITH RESPECT TO ANY DEFECT, DEFICIENCY, DATA ACCURACY, OR
      NONCONFORMITY IN THE SOFTWARE OR ANYTHING ELSE FURNISHED UNDER THIS
      AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY
      ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE;
      (C) ANY OBLIGATION, LIABILITY, RIGHT, REMEDY OR CLAIM IN TORT,
      NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT
      LIABILITY OF DIVEPLANE (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND (D)
      CLAIM OF INFRINGEMENT. DIVEPLANE DOES NOT WARRANT THAT OPERATION OF OR
      USE OF THE DIVEPLANE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR
      ENTIRELY SECURE. YOU WILL BEAR ALL RISK ASSOCIATED WITH ANY USE OF THE
      INTERNET OR OTHER MEANS OF COMMUNICATION OR DATA TRANSMISSION BY OR ON
      BEHALF OF YOU UNDER THIS AGREEMENT, AND DIVEPLANE DISCLAIMS ALL LIABILITY
      AND RESPONSIBILITY IN CONNECTION WITH SUCH USE. Further, You agree to
      indemnify and hold Diveplane harmless from and against any third party
      damages, claims or other liabilities directly or indirectly caused or
      arising out of any of the following: (i) Your use or non-use of the
      Diveplane Software; (ii) any content, results or output from any
      Diveplane Software; (iii) any recommendations based on the content,
      results or output from any Diveplane Software; (iv) Your failure to
      identify and correct any inaccuracies and/or errors in the content,
      results or output of any Diveplane Software; and/or (v) unauthorized or
      illegal use of Your Data in the Diveplane Software.

   c. IN NO EVENT SHALL DIVEPLANE BE LIABLE FOR ANY INDIRECT, SPECIAL,
      INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF USE OR DATA,
      INTERRUPTION OF BUSINESS, OR ANY OTHER DAMAGES, WHETHER SUCH ALLEGED
      DAMAGES ARE LABELED IN TORT, CONTRACT OR INDEMNITY, INCLUDING, BUT NOT
      LIMITED TO, LOSS OF REVENUE AND LOSS OF PROFITS, EVEN IF ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES.


3. Other Provisions

   a. Publicity. If You use the Diveplane Software or its output (“Diveplane
      Software Output”) commercially or in or as a basis of a publication (such
      as a book, paper, blog post, direct publishing of the Diveplane Software
      Output, etc.) in any medium, You shall and agree to conspicuously publish
      an appropriate notice that indicates Your use of the Diveplane Software
      and / or the Diveplane Software Output.

   b. Independent Parties. The parties agree that this Agreement governs the
      relationship between Diveplane and You for the license of Reactor
      Community Edition. Nothing contained in this Agreement shall be construed
      as creating a joint venture, partnership, agent, or employment
      relationship between Diveplane and You or any User.

   c. Severability. If any term or provision of this Agreement should be
      declared invalid by a court of competent jurisdiction or by operation of
      law, the remaining terms and provisions of this Agreement shall be
      unimpaired, and the invalid term or provision shall be replaced by such
      valid term or provision as comes closest to its underlying intention.

   d. No Assignment. You cannot assign, delegate, or otherwise transfer in any
      way either this Agreement or any of your rights, duties or
      obligations hereunder.

   e. Applicable Law. This Agreement will be interpreted, construed, and
      enforced in all respects in accordance with the laws of the State of
      Delaware, including its statutes of limitation, but without reference to
      its choice of law principles. Each party hereby consents to the
      jurisdiction and venue of the state and federal courts located in North
      Carolina, with regard to any suit or claim arising under or by reason of
      this Agreement.

   f. Compliance with Laws. You shall comply with all applicable laws,
      regulations, rules, orders, and other requirements, now or hereafter in
      effect, of any applicable governmental authority, in its performance of
      activities hereunder.