Delta Public Licence

Delta Public Licence 1.0

Version 1.0, September 2024

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. Definitions

"Licence" shall mean this document that specifies the terms and conditions under which the Software is distributed and used, including the permissions granted by the Licensor and the obligations of the Licensee.

"Licensor" shall mean the individual or entity who holds the copyright to the Software or is authorized by the copyright owner to grant this Licence. The Licensor retains ownership of all intellectual property rights in the Software.

"Licensee" shall mean any individual or legal entity that accepts the terms of this Licence and thereby obtains the right to use, reproduce, and distribute the Software as permitted by this Licence.

"Legal Entity" shall mean an organization or company that is legally recognized as having rights and obligations. For the purposes of this definition, "control" shall mean (i) the power to direct or influence the management and policies of the entity, either directly or indirectly, through ownership of fifty percent (50%) or more of the entity’s shares or voting rights, or (ii) the ability to direct or influence the entity’s activities through contractual agreements or other means.

"Software" shall mean the specific software, code, or related materials that are subject to this Licence, including all versions of the source code, binary code, executable files, and associated documentation distributed under this Licence.

"Commercial Purposes" shall mean any use of the Software that results in financial gain or economic benefit, including but not limited to selling, licensing, or otherwise monetizing the Software or its derivative works.

"Attribution" shall mean the act of giving appropriate credit to the Licensor as specified in Section 4a. This includes acknowledging the Licensor’s contributions and retaining any copyright notices present in the Software.

"Modification" shall mean any alteration, enhancement, adaptation, or change made to the Software by the Licensee, including but not limited to code changes, feature additions, updates, or any other modifications.

"Distribution" shall mean the act of making the Software available to the public, whether in source code or object code form. This includes providing access to the Software through online repositories, distribution platforms, or any other means of public dissemination.

"Covered Works" shall mean the Software as it exists in its original, unmodified form, including any original source code or binary code distributed under this Licence, without alterations or adaptations.

"Source Code" shall mean the human-readable code written in a programming language that defines the Software's functionality and behavior. It includes all the code, comments, and documentation needed to modify, build, or understand the Software.

"Object Code" shall mean the machine-readable code generated from the Source Code through compilation or translation. It is the binary representation of the Software that is directly executable by a computer's hardware.

"Sublicensing" shall mean the act of granting a third party the right to use, modify, or distribute the Software, which involves transferring or sharing the rights originally granted to the Licensee under this Licence.

"Relicensing" shall mean the act of granting or transferring rights to the Software under a different licence or set of terms other than those specified in this Licence.

"Derivative Works" shall mean any work that is based upon or derived from the Software, including but not limited to modifications, enhancements, translations, and adaptations.

"Contributions" shall mean any additions to, deletions from, or modifications of the Software made by contributors.

"Private Use" shall mean using the Software solely for personal, non-commercial activities within your own premises, without distribution, sublicensing, or public sharing.

"Patent Claims" shall mean claims of a patent that are potentially infringed by the Software or Contributions.

"Infringement" shall mean the violation of intellectual property rights, including patent rights, through the use or distribution of the Software.

"Terminate" shall mean the cessation or ending of the Licence and all rights granted under it.

"Support" shall mean any technical assistance, maintenance, or other services related to the Software provided by the Licensee.

2. Grant of Copyright Licence

Subject to the terms and conditions of this Licence, the Licensor grants you the following rights, which are perpetual, worldwide, non-exclusive, royalty-free, and irrevocable (except as specified below):

(i) Reproduction: You may reproduce the Software in any medium, format, or manner. This includes making copies of the Software in digital or physical formats.

(ii) Derivative Works: You may create Derivative Works based on the Software, including modifications, adaptations, or enhancements.

(iii) Public Display and Performance: You may publicly display and perform the Software and Derivative Works, including making the Software available for viewing or performance by others.

(iv) Sublicensing: You may grant third parties the right to use, modify, or distribute the Software and Derivative Works under the terms of this Licence.

(v) Distribution: You may distribute the Software and Derivative Works in Source or Object form, including making the Software available through any means of distribution.

(vi) Commercial Use: You may use the Software and Derivative Works for Commercial Purposes, including any use that results in financial gain or economic benefit.

(vii) Private Use: You may use the Software and Derivative Works for Private Use, referring to personal, non-commercial activities.

All Distribution of the Software, whether in its original or modified form, must adhere to the terms of this Licence.

3. Grant of Patent Licence

Subject to the terms and conditions of this Licence, the Licensor grants you a perpetual, worldwide, non-exclusive, royalty-free, irrevocable patent licence to:

(i) Patent Activities: Make, use, offer to sell, sell, import, and otherwise transfer the Software, including all activities related to commercialization and distribution.

(ii) Patent Claims Scope: This patent licence is limited to patent claims that are necessarily infringed by the Contributions or by the combination of Contributions with the Software to which the Contributions were submitted. It does not cover any other patent claims.

If you initiate any patent litigation (including cross-claims or counterclaims) alleging that the Software or Contributions infringe a patent, all patent licences granted under this Licence for that Software will terminate as of the date such litigation is filed.

4. Conditions

The following conditions must be met when using, modifying, or distributing the Software:

(a) Attribution: You must provide appropriate credit to the Licensor in all copies or substantial portions of the Software. This includes:

Name of the Licensor: Clearly identify the Licensor by name.
Ownership Acknowledgment: Include a statement acknowledging the Licensor’s ownership of the Software.
Additional Acknowledgments: Any other credits or acknowledgments required by the Licensor must be included.
(b) Documentation of Changes: You must document all changes made to the Software, keeping a detailed record of modifications, adaptations, or enhancements, and providing a clear description of changes.

(c) Distribution of Modifications: When distributing Modifications or Derivative Works, they must be licensed under the terms of this Licence. Include a statement detailing the changes made in the modified or derivative version.

(d) Indemnification: You agree to indemnify and hold harmless the Licensor from any damages, losses, claims, liabilities, costs, or expenses (including reasonable attorney’s fees) arising from your use, modification, or redistribution of the Software. This includes protecting the Licensor from legal actions related to the Software.

(e) No Liability: The Software is provided "as-is," without any warranties of any kind, express or implied. The Licensor is not liable for any claims, damages, or other liabilities arising from the use or inability to use the Software.

(f) Trademark Use: You may use the Licensor’s trademarks only to comply with the attribution requirements of this Licence. Such use must be in accordance with applicable trademark laws and must not imply any endorsement or affiliation beyond what is explicitly granted by this Licence.

(g) No Relicensing: You may not relicense the Software under any terms other than those specified in this Licence. All sublicensing and redistribution must comply with the terms of this Licence.

5. Distribution

(a) Inclusion of Licence: When distributing the Software, whether in Source or Object form, you must include a copy of this Licence with the distribution. This ensures that all recipients of the Software are aware of and comply with the terms of this Licence.

(b) Copyright Notice: Each copy of the Software, including copies of any Derivative Works, must include the following copyright notice:

Copyright (c) [Year] [Copyright Holder]

This notice must be included in all copies of the Software, including any modified versions.
6. Termination

(a) Automatic Termination: This Licence will terminate automatically if you fail to comply with any of its terms and conditions. The Licensor may issue a written notice specifying the non-compliance, and the Licence will terminate if the issue is not rectified.

(b) Resolution Period: You have 14 days from the date of receiving notice of non-compliance to resolve the issue. If you address the non-compliance within this period, the Licence will remain in effect. If the issue is not resolved, the Licence will terminate.

(c) Consequences of Termination: Upon termination, you must cease all use and distribution of the Software and destroy all copies in your possession. You are no longer permitted to exercise any rights granted under this Licence.

(d) Survival: The following sections will continue in effect even after termination of the Licence: Sections 3 (Conditions), 4 (Distribution), 7 (Disclaimer of Warranty), 8 (Limitation of Liability), and 10 (Compensation for Damages).

7. Disclaimer of Warranty

The Software is provided "as-is," and the Licensor makes no warranties or representations of any kind, either express or implied. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. The Licensor does not guarantee that the Software will be free from defects or errors, or that it will meet your requirements.

8. Limitation of Liability

To the fullest extent permitted by law, the Licensor and any Contributors are not liable for any damages arising from the use or inability to use the Software, including but not limited to indirect, incidental, special, or consequential damages. This includes damages for loss of profits, data, or other intangible losses, even if the Licensor has been advised of the possibility of such damages.

9. Acceptance of Additional Liability

You may offer support, warranties, or other obligations for the Software for a fee. However, any such support or obligations are provided solely by you and not by the Licensor. You agree to indemnify and hold harmless the Licensor and Contributors against any claims or liabilities arising from the provision of such support or obligations.

10. Compensation for Damages

(a) Liability for Damages: You agree to compensate and hold harmless the Licensor and Contributors for any claims, damages, losses, or liabilities arising from your use, modification, or redistribution of the Software. This includes any damages resulting from misuse, breach of Licence terms, or legal claims.

(b) Scope of Compensation: This compensation obligation covers all types of damages, including but not limited to direct, indirect, incidental, and consequential damages.

(c) Procedures for Compensation: In the event of a claim or legal action, you must notify the Licensor and Contributors promptly and cooperate in defending against the claim. This includes providing any necessary information and assistance in the legal proceedings.

(d) Indemnity Provision: The indemnity obligations in this section are in addition to any other indemnities or obligations specified in this Licence.

11. Private Use

(a) Definition: "Private Use" refers to using the Software for personal, non-commercial activities. It involves activities that are confined to your own personal use and do not involve sharing, distributing, or monetizing the Software.

(b) Permissibility: Private Use is exempt from the Attribution, Documentation, and Distribution requirements of this Licence. You do not need to provide credit to the Licensor or include documentation of changes when using the Software privately.

(c) Non-Commercial Use: If you use the Software in a manner that results in financial gain or involves distribution beyond personal use, the Software is considered to be used for Commercial Purposes, and all terms of this Licence must be followed.

(d) No Implicit Rights: Private Use does not grant any additional rights beyond those explicitly stated in this Licence. It does not provide permission for commercial use, distribution, or any other activities not covered by this Licence.

12. Miscellaneous

(a) Governing Law: This Licence is governed by and construed in accordance with the laws of [Jurisdiction]. The laws of this jurisdiction apply without regard to its conflict of laws principles.

(b) Dispute Resolution: Any disputes arising under or in connection with this Licence shall be resolved through binding arbitration conducted in [Location] under the rules of [Arbitration Institution]. The arbitration process will be conducted in accordance with the institution’s procedures.

(c) Severability: If any provision of this Licence is found to be invalid, illegal, or unenforceable, such provision will be deemed severed from this Licence. The remaining provisions will continue in full force and effect.

(d) Entire Agreement: This Licence constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements, understandings, and communications, whether written or oral.

(e) Waiver: The failure of any party to enforce any provision of this Licence shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver must be made in writing and signed by the party granting the waiver.

(f) Notices: All notices required under this Licence must be in writing and delivered to the principal addresses of the parties. Notices may be delivered by hand, by mail, or by electronic means.

END OF LICENCE