Terms and Conditions of Kadena SpireKey Open Source License

Last Updated: October 22, 2024

Kadena LLC (“Kadena”) is open sourcing its software commonly referred to as Kadena SpireKey (including any documentation and source code, the “Software”) on the below terms and conditions (“T&Cs”). By clicking on “I Accept” below, the party so clicking (“User”) agrees to and accept each of the following T&Cs:

License. Subject to the terms and conditions hereof, Kadena hereby grants User a non-exclusive, royalty free, worldwide, unlimited license (the “License”) to use, test, modify, redistribute and alter the Software and/or to create any derivative or subsequent version thereof or application therefrom.

Ownership of Intellectual Property. Kadena retains all right, title and interest in and to all patents, copyrights, trademarks or other intellectual property rights of, or relating to, “Kadena”, “SpireKey”, “Chainweaver”, “Chainweaver V3”, “Chainweaver 3.0” or any combination or derivation thereof or any other related or similar pieces of intellectual property relating to the Software (colllectively, the “IP”). User confirms that it acquires no ownership interest in the IP other than the License. The copyright notice for the Software is “Copyright 2024 - Kadena LLC”

Redistribution. User may redistribute and use the Software in source and binary forms, with or without modification, only if each of the following conditions are met in connection with any such redistribution or use:

Redistributions of source code must conspicuously and appropriately include on each copy the above referenced copyright notice and the T&Cs including, without limitation, the Disclaimers and Limitations in favor of Kadena that are set forth in Section 5 hereof.

Redistributions in binary form must reproduce the above copyright notice and these T&Cs including, without limitation, the Disclaimers and Limitations in favor of Kadena in the documentation and/or other materials provided with the redistribution.

Neither Kadena’s name nor the names of any contributor to the Software may be used to endorse or promote any software, application, product, or service based in whole or in part on the Software without specific prior written permission of Kadena.

Derivative Software. If User (a) modifies, alters, changes, or creates a new version of, the Software in connection with any new software, application, product, or service based in whole or in part on the Software (“Derivative Software”) and (b) makes the Derivative Software publicly available via open sourcing or otherwise, User will also post the source code for the Derivative Software and reasonable documentation related thereto at https://github.com/kadena-io/technical-grants or on such other site as Kadena may require. User shall indemnify and hold harmless Kadena from, and defend it against, any and all claim, demand, litigation, action or proceeding arising out of, related to, or resulting from, User’s (i) use or redistribution of the Software, (ii) use, creation, development, publishing, or distribution of any Derivative Software or (iii) use of the Software or any Derivative Software with or in combination with any other software, code or intellectual property.

Disclaimers and Limitations:

User understands that the Software is developmental in nature and that it may contain errors and may produce unexpected results. User agrees that any use of the Software, whether under this License or otherwise, is entirely at User’s own risk. User agrees to backup data and to take other appropriate measures to protect its hardware, software or public or private keys. User understands that Kadena is providing this Software solely for purposes of showcasing the underlying technology and that Kadena advises User to do, and rely solely upon, its own testing and auditing of the Software and any Derivative Software.

BECAUSE THE PROGRAM IS LICENSED FREE OF CHARGE, THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY, EXPRESS OR IMPLIED AND WITHOUT RECOURSE TO KADENA FOR ANY MATTER OR CLAIM WHATSOEVER. WITHOUT LIMITING THE FOREGOING, KADENA SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

IN CONNECTION WITH OR RELATED TO THE SOFTWARE OR ANY DERIVATIVE SOFTWARE, IN NO EVENT SHALL KADENA, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, OR ANY CONTRIBUTOR TO THE SOFTWARE BE LIABLE (I) FOR LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, SERVICES OR TECHNOLOGY, OR BUSINESS INTERUPTION, (II) FOR LOSS OF PROFITS, DAMAGE TO REPUTATION OR GOODWILL OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE OR ANY OTHER CAUSE, OR ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF KADENA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (III) FOR ANY OTHER CLAIM BY USER OR ANY THIRD PARTY CLAIM.

By clicking “I accept”, User hereby agrees (a) to be bound by the terms and conditions of these T&Cs and (b) that such acceptance shall be deemed to be its due execution and delivery of these T&Cs, shall be valid and binding and enforceable for all purposes, and shall be considered to have the same binding legal effect as if an original manually signed version of these T&Cs had been signed by User and delivered to Kadena.