Xronos Commercial License Agreement v1

Copyright (c) 2024, Xronos Inc.

Use of this software ("Software") in source code or binary forms is subject
to the following license agreement.

1. LICENSE GRANT AND RESTRICTIONS

1.1 License Grant. Subject to the terms of this agreement, Xronos Inc (Licensor)
    grants you (Licensee) a non-exclusive, non-transferable, revocable license
    to use the Software, provided that the Software is not distributed, modified
    or altered in any way.

1.2 Restrictions. You may not:
    
    1.2.1 Modify the Software or change its functionality in any way, including but
          not limited to altering its behavior, removing features, or adding new
          functionality.

    1.2.2 Reverse-engineer, decompile, decrypt or disassemble the Software.

    1.2.3 Host, operate, or distribute this software as a service to third parties
          through a multi-tenant, cloud-based or web-based platform, or otherwise
          make the Software accessible to multiple users via a subscription service
          or similar arrangement.

    1.2.4 Sell, resell, distribute, transfer, sublicense, use or exploit the
          Software to provide application hosting, business process outsourcing, or
          any other similar or related services to any individual or entity, or
          function as a service bureau or application service provider.

    1.2.5 Use the Software to create a competitive product or service.

    1.2.6 Remove proprietary rights notices, asset tags, brand labels or marks
          placed on the Software or its dependencies.

2. INTELLECTUAL PROPERTY RIGHTS

   The Software is protected by copyright laws and international copyright treaties,
   as well as other intellectual property laws and treaties. The Licensee
   acknowledges that this Agreement grants only a license to use the Software and
   does not transfer any ownership rights in the Software to the Licensee. All
   rights, title, and interest in and to the Software, including any updates or
   enhancements thereto, remain the sole property of the Licensor.

3. OPEN SOURCE

   The Software may include components licensed under open-source licenses
   ("Open Source Software"). The terms of the applicable open-source licenses take
   precedence over this Agreement for the relevant components. You are responsible
   for complying with the terms of all applicable open-source licenses, as
   identified in the accompanying documentation or links provided with the Software.

4. WARRANTY AND DISCLAIMER

   THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND
   ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
   WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.
   THE LICENSOR DISCLAIMS ALL LIABILITY FOR ANY THIRD-PARTY CLAIMS ARISING FROM OR
   RELATED TO THE USE OF THIS SOFTWARE. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR
   CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
   OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE
   GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
   HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT
   LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF
   THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

5. PATENT RIGHTS

   This Agreement does not grant any license or rights, whether by implication,
   estoppel, or otherwise, to any patents owned by Licensor, except to the extent
   necessary to use the Software as permitted by this Agreement. No rights are
   granted for any patents covering methods, systems, or technologies related to the
   Software but not directly embodied in the Software itself.

6. INDEMNIFICATION

   You will indemnify, defend, or at its option settle and hold Xronos Inc, its
   subsidiaries, affiliates, officers, and employees, harmless from any and all
   claims, damages, losses, liabilities, actions, judgments, costs, and expenses
   (including reasonable attorneys’ fees) brought by a third party arising out of or
   in connection with: (a) any intentionally tortious or negligent act or omission by
   You in connection with Your use of the Software; (b) Your use of the Software other
   than as expressly allowed by this Agreement; (c) any claims that Your use of the
   Software infringes third-party intellectual property rights; or (d) Your breach or
   alleged breach of any of the terms, restrictions, obligations, or representations
   under this Agreement.

7. GOVERNING LAW

   This Agreement shall be governed by and construed in accordance with the laws of
   Delaware, United States. Any disputes arising under or in connection with this
   Agreement shall be resolved exclusively in the state or federal courts located in
   Delaware, United States.

END OF AGREEMENT
