Tide Community Open Source License

1. These terms are between the copyright holder (“we”, “us” and “our”) identified in the notice embedded in or provided with the source code, technical documentation or other material relating to the Tide Foundation Limited’s (ACN 630 011 371) (“Tide”) data decryption and key management platform known as the “Tide Protocol” (“Tide Protocol”) and with which these terms are packaged (“Materials”) and the person or entity (“you” and “your”) accessing and/or using the Materials. 
2. By using, modifying or publishing the Materials or any Modified Materials (as defined in clause 2(c) below), you agree to be bound by these terms.  If you are doing any of the foregoing in the context of your employment with your employer or on behalf of another entity, you are agreeing to be bound by these terms on behalf of that employer or other entity and you represent and warrant that you have the authority of that employer or other entity to enter into these terms on their behalf. In such circumstances, each reference in these terms “you” or “your” includes that employer or other entity. 
3. These terms will remain in effect until terminated under clause 9.

2    Intellectual property rights

1. In these terms, “Intellectual Property Rights” means all intellectual property rights of whatever nature throughout the world, including all rights conferred under statute, common law or equity, whether existing now or at any time in the future, including all rights in and to any patents, patent applications, business names, trade names, domain names, trade marks, copyright, trade secrets, circuit layout rights, designs, confidential information, know-how, technical information, data or developments. 
2. You acknowledge and agree that we (or our licensors) retain all right, title, and interest (including all Intellectual Property Rights) in and to the Materials, and nothing you do with or in relation to the Materials will transfer any right, title or interest (including Intellectual Property Rights) to you or license or otherwise permit you to exercise any Intellectual Property Rights except as expressly granted under these terms.
3. In these terms, “Modified Materials” means any work based on one or more of the Materials, including a revision, modification, adaptation, subset, addition, enhancement, improvement, combination, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such Materials may be recast, transformed or adapted or any other new material derived from the Materials.

3    Your license to the Materials 

1. Subject to paragraph (c) below and your compliance with these terms, we grant you a limited, non-exclusive,  non-sub-licensable, revocable, worldwide, royalty free license for the term of these terms to access, use, copy, modify, adapt, distribute, publish and exploit the Materials, provided that such license is exercised:
   1. solely in connection with the adoption and use of the Tide Protocol;
   2. solely in a manner which requires any payment or exchange of value to be made via Tide Tokens (as defined in paragraph (c) below); and
   3. in accordance with clause 6 and on these terms in respect of the right to distribute and publish the Materials and Modified Materials.  
   4. The foregoing rights to distribute, publish and exploit the Materials include the right to do so for a fee and applies in respect of the Materials and the Modified Materials. 
2. Any access, use, copy, modification, adaptation, distribution, publication or exploitation of any of the Materials for use with applications that do not fully use, adopt and implement the Tide Protocol is prohibited. This prohibition includes any use or adaptation of the Materials for the purposes of any protocol, system or platform competing with the Tide Protocol or which facilitates any form of payment or exchange of value other than through use of Tide Tokens (as defined in paragraph (c) below). 
3. Without limiting paragraph (b), the license granted under paragraph (a) does not permit you to, and in exercising the rights granted to you under paragraph (a) you must not, under any circumstances:
   1. remove, omit or in any way modify any component of the Materials, including source code components, which requires payment or exchange of value to be made via Tide cryptographic tokens designed for settling transactions entered into via the Tide Protocol (“Tide Tokens”); 
   2. use the Materials which are source code or object code:
      1. in combination with any other code, script or software (whether in source or object code form), or otherwise in any manner, which would in any way circumvent the requirement for any payment or exchange of value to be made via Tide Tokens; or
      2. in any other way which does not properly use, adopt and implement the Tide Protocol in its entirety, including for the purposes of both data decryption and key management;  
   3. violate any applicable laws or any rights of any person, or use or permit or facilitate the use of the Materials in any manner or for any purpose that is unlawful or is in breach of any laws of jurisdiction anywhere in the world;
   4. distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software, or the Tide Protocol; or
   5. engage in any other conduct that is improper or brings or is likely to bring us, the Materials, the Tide Protocol or Tide Tokens into disrepute, and you must ensure that where any third party is being engaged to make modifications to the Materials on your behalf, their rights to do so are subject to terms which incorporate the restrictions in this clause 3.
4. You must take your own precautions to ensure that the processes which you employ for accessing and using the Materials do not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer systems.  We recommend that you install and use up-to-date anti-virus, anti-spyware and firewall software on your computer systems.  

4    Data security and privacy

You are fully responsible for ensuring:

1. any use, adoption or implementation of the Materials, any Modified Materials and/or the Tide Protocol appropriately protects, encrypts and stores data; and 
2. all aspects of compliance with privacy and data protection laws. We disclaim all warranties and liability regarding the same.

5    Modification of Tide Protocol and Materials

You acknowledge that Tide may at any time without notice to you change or update the whole or any part of the Tide Protocol and/or any of the Materials, including in a manner which may result in applications or processes you may have developed or implemented no longer being compatible or otherwise working in the same manner with the Tide Protocol or any Material, including any software development kit. We may also withdraw or remove any part of the Materials or the Tide Protocol at any stage without notice to you.

6    Distribution 

1. Without limiting clause 3, in exercising the rights granted to you under clause 3(a) to distribute or publish one or more copies of any Materials verbatim as you receive the Materials, you may do so in any medium, provided that:
   1. you provide all recipients of the Materials with a copy of these terms along with the Materials: 
   2. you keep intact and do not remove, omit, or in any way modify any of the following:
      1. any notices stating that these license terms apply; 
      2. any hyperlink to these license terms; and
      3. any notices of the absence of any warranty.
2. You may charge any price or no price for each copy of the Materials or Modified Materials that you distribute or publish, and you may offer support or warranty protection for a fee.
3. Without limiting clause 3, in exercising the rights granted to you under clause 3(a) to distribute or publish one or more copies of any Modified Materials you create or cause to be created, you may do so in any medium, provided that:
   1. you provide all recipients of the Modified Materials with a copy of these terms along with the Modified Materials; 
   2. you keep intact and do not remove, omit, or in any way modify any of the following:
      1. any notices stating that these license terms apply to the unmodified Materials; 
      2. any hyperlink to these license terms; and
      3. any notices of the absence of any warranty in respect of the unmodified Materials; and
   3. the whole of any Modified Materials must be licensed under these terms (although this does not limit the operation of paragraph (d)), but you may impose further restrictions that do not conflict with or override these terms.
4. Where you compile any source code Materials or Modified Materials in an aggregate with any proprietary program, the Materials remain governed by these license terms. For the purposes of the foregoing, a compilation of any Materials with other separate and independent works, which are not by their nature extensions of the Materials, and which are not combined with the Materials such as to form a larger program, in or on a volume of a storage or distribution medium, is an “aggregate” if the compilation and its resulting copyright are not used to limit the access or legal rights of the compilation's users beyond what the individual Materials permit. Inclusion of any Materials in an aggregate does not cause these terms to apply to the other parts of the aggregate.
5. You may not initiate any proceedings or claims in respect of infringement of any patent rights in respect of the access, use, copy, modification, adaptation, distribution, publication or exploitation of any of the Materials or Modified Materials in accordance with these terms.

7    Liability

1. All express or implied guarantees, warranties, representations, statements, terms or conditions relating to these terms or the Materials that are not contained in these terms, are excluded to the maximum extent permitted by law. Without limiting the foregoing:
   1. the Materials are provided ‘as-is’ and neither we nor Tide warrant or represent that they will work in any way, that they are fit for any particular purpose, that your requirements will be met, that your use of the Materials will be uninterrupted or error free or that the Materials are free of viruses or other harmful components; and
   2. we and Tide are not responsible for any loss, corruption or interception of data which occurs in connection with your use or misuse of the Materials.
2. Nothing in these terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any law which cannot lawfully be excluded or limited. (a “Non-Excludable Provision”). If any guarantee, term, condition or warranty is implied into these terms under a Non-Excludable Provision and we or Tide can limit your remedy for a breach of the Non-Excludable Provision, then our and Tide’s liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:
   1. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
   2. in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. 
   3. To the maximum extent permitted by law but despite any other clause in these terms, your use of the Materials is at your own risk and neither we nor Tide are liable to you for any loss or damage you (or any of your representatives or sub-licensees) suffer, sustain or incur in connection with these terms, exercise of any rights granted under these terms or otherwise in connection with any access or use of the Materials, including in respect of any loss, corruption or interception of data or breach of privacy or security.  
3. Without limiting paragraph (c), to the maximum extent permitted by law, neither we nor Tide are not liable to you for and no measure of damages will under any circumstances include: 
   1. special, indirect, consequential, incidental or punitive damages; or
   2. damages for loss of profits, revenue, goodwill, opportunity, anticipated savings or loss or corruption of data.
4. The exclusions and limitations of liability in this clause 8 apply regardless of the basis on which such liability arises, whether in contract, breach of warranty, tort (including negligence), in equity, under statute, under an indemnity or on any other basis.
5. You will indemnify us and hold us, Tide and each of our directors, officers, employees and contractors harmless from and against any loss suffered or incurred by us or any of those indemnified, arising out of or in connection with: 
   1. your or any of your sub-licensee’s access or use of any of the Materials or any other exercise of any of the rights granted to you under these terms in connection with any of the Materials;
   2. your negligence or breach of these terms; 
   3. your violation of any applicable law or infringement of any rights (including Intellectual Property Rights) of a third party; or
   4. any claim made by any third party arising out of or in connection with any Modified Materials, including any application developed using any of the Materials, and including in respect of infringement of any person’s Intellectual Property Rights.

8    Termination

1. Your license to use the Materials under clause 3(a) immediately and automatically terminates without the need for us to give notice to you if you breach these terms.
2. You may terminate these terms at any time by ceasing all use and removing all implementations of the Materials and the Tide Protocol.
3. Upon termination of these terms, all rights and licenses granted to you under these terms will also terminate and you must immediately cease using the Materials and remove all implementations of the Materials. 

9    General

1. You remain fully responsible and liable for the acts and omissions of any third party to whom you subcontract the exercise or performance any of your rights or obligations under these terms, as if such acts and omissions were your acts and omissions. 
2. If any part of these terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.   
3. No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.
4. The word “including” when used in these terms is not a term of limitation.