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DYNAMOFL RESEARCH LICENSE TERMS 

These license terms are an agreement between you and DynamoFL, Inc. (“DynamoFL”). They apply to the source code, object code, machine learning models, or data (collectively “Materials”) that accompany this license. BY USING THE MATERIALS, YOU ACCEPT THESE TERMS.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1) INSTALLATION AND USE RIGHTS TO THE MATERIALS.

Subject to the terms of this agreement, you have the below rights, if applicable, to use the Materials internally solely for non-commercial, non-revenue generating, research purposes:

a) Source Code. If source code is included, you may use and modify the source code, but you may not distribute the source code.

b) Object Code. If object code is included, you may use the object code, but you may not distribute the object code.

c) Models. If machine learning model(s) are included, you may use the model(s), but you may not distribute the models.

d) Data. If data is included, you may use and modify the data, but your use and modification must be consistent with the consent under which the data was provided and/or gathered and you may not distribute the data or your modifications to the data.

2) SCOPE OF LICENSE. The Materials are licensed, not sold. DynamoFL reserves all other rights. Unless applicable law gives you more rights despite this limitation, you will not (and have no right to):

a) work around any technical limitations in the Materials that only allow you to use it in certain ways;

b) reverse engineer, decompile or disassemble the Materials;

c) remove, minimize, block, or modify any notices of DynamoFL or its suppliers in the Materials;

d) use the Materials in any way that is against the law or to create or propagate malware; or

e) share, publish, distribute or lend the Materials, provide the Materials as a stand-alone hosted solution for others to use, or transfer the Materials or this agreement to any third party.

3) LICENSE TO DynamoFL. Notwithstanding the limitations in Section 1, you may distribute your modifications back to DynamoFL by contacting us at feedback@dynamofl.com, and if you do provide DynamoFL with modifications of the Materials, you hereby grant DynamoFL, without any restrictions or limitations, a non-exclusive, perpetual, irrevocable, royalty-free, assignable and sub-licensable license, to reproduce, publicly perform or display, install, use, modify, post, distribute, make and have made, sell and transfer such modifications and derivatives for any purpose. 

4) PUBLICATION. You may publish (or present papers or articles) on your results from using the Materials provided that no material or substantial portion of the Materials is included in any such publication or presentation.

5) FEEDBACK. Any feedback about the Materials provided by you to us is voluntarily given, and DynamoFL shall be free to use the feedback as it sees fit without obligation or restriction of any kind, even if the feedback is designated by you as confidential. Such feedback shall be considered a contribution and licensed to DynamoFL under the terms of Section 4 above.

6) SUPPORT SERVICES. DynamoFL is not obligated under this agreement to provide any support services for the Materials. Any support provided is “as is”, “with all faults”, and without warranty of any kind.

7) ENTIRE AGREEMENT. This agreement, and any other terms DynamoFL may provide for supplements, updates, or third-party applications, is the entire agreement for the Materials.

8) APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES. This agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California.  

9) BINDING ARBITRATION AND CLASS ACTION WAIVER: Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with DynamoFL and limits the manner in which you can seek relief from DynamoFL.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. DynamoFL will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. DynamoFL will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Infringement. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND DYNAMOFL WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor DynamoFL is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: {CompanyAddress} postmarked within thirty (30) days of first accepting this agreement. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of this arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or DynamoFL to litigate any dispute arising out of or relating to the subject matter of this agreement in court, then the foregoing arbitration agreement will not apply to either party, and both you and DynamoFL agree that any judicial proceeding will be brought in the state or federal courts located in San Francisco, California.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with DynamoFL.

10) DISCLAIMER OF WARRANTY. THE MATERIALS ARE LICENSED “AS IS.” YOU BEAR THE RISK OF USING THEM. DYNAMOFL GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, DYNAMOFLEXCLUDES ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11) Limitation of Liability. IN NO EVENT SHALL DYNAMOFL, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100).

This limitation applies to (a) anything related to the Materials, services, content (including code) on third party Internet sites, or third party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law.

It also applies even if DynamoFL knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.