carbone

> Roughly speaking, as long as you are not offering Carbone Community Edition Software as a hosted Document-Generator-as-a-Service like [Carbone Cloud](https://carbone.io/pricing.html), you can use all Community features for free. For any questions, please contact contact@carbone.io . This license is inspired by the Timescale License Agreement. -------------- Effective Date: February 14, 2023 # CARBONE COMMUNITY LICENSE AGREEMENT PLEASE READ CAREFULLY THIS CARBONE COMMUNITY LICENSE AGREEMENT ("CCL Agreement"), WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS USE OF THE CARBONEIO DOCUMENT GENERATOR SOFTWARE AND RELATED SOFTWARE THAT IS PROVIDED SUBJECT TO THIS CCL AGREEMENT. BY INSTALLING OR USING SUCH SOFTWARE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS CCL AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE SUCH SOFTWARE. IF YOU ARE INSTALLING OR USING SUCH SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS CCL AGREEMENT ON BEHALF OF THAT LEGAL ENTITY AND THE RIGHT TO BIND THAT LEGAL ENTITY TO THIS CCL AGREEMENT. This CCL Agreement is entered into by and between CarboneIO SAS, registered under N°899 106 785 in the Register of companies of La Roche-sur-Yon, France ("CarboneIO") and you or the legal entity on whose behalf you are accepting this CCL Agreement ("You"). ## 0. BACKGROUND The CarboneIO Document Generator software and related software is offered as "open core" code. This means that only the core of the software is available for inspection and download at https://github.com/carboneio/carbone. The CarboneIO Document Generator is distributed under two versions: - Carbone Community Edition (referred to herein as the Carbone Community Edition Software, as defined below) is an open source software available freely under this **CCL Agreement** . - Carbone Enterprise Edition (hosted and on-premise) is a closed-source software with more features than the Carbone Community Edition Software, available only by a subscription at https://carbone.io. ## 1. GOVERNING LICENSES **1.1 Source Code.** The source code of Carbone Community Edition Software is made publicly available by CarboneIO at https://github.com/carboneio/carbone. The use of this software is governed by this CCL Agreement. **1.2 License Rights to Your Customers**. As set forth in Section 2.1 below, the use by Your customers of the Carbone Community Edition Software as part of any Value Added Products or Services that You distribute will be subject to the most current version of this CCL Agreement. ## 2. GRANT OF LICENSES **2.1 Grant**. Conditioned upon compliance with all of the terms and conditions of this CCL Agreement, CarboneIO grants to You at no charge the following limited, non-exclusive, non-transferable, fully paid up, worldwide licenses, without the right to grant or authorize sublicenses (except as set forth in Section 2.3): - **(a) Internal Use**. A license to copy, compile, install, and use the Carbone Community Edition Software and Derivative Works solely for Your own internal business purposes in a manner that does not expose or give access to, directly or indirectly (e.g., via a wrapper), the Carbone Community Edition Software feature to any person or entity other than You or Your employees and Contractors working on Your behalf. - **(b) Value Added Products or Services**. A license (i) to copy, compile, install, and use the Carbone Community Edition Software, Derivative Works, or parts thereof to develop and maintain Your Value Added Products or Services, (ii) to utilize (in the case of services) copies of the Carbone Community Edition Software, Derivative Works, or parts thereof solely as incorporated into or utilized with Your Value Added Products or Services, and (iii) to distribute (in the case of products that are distributed to Your customers) copies of the Carbone Community Edition Software binaries or of Derivative Works, and both solely as incorporated into or utilized with Your Value Added Products or Services; provided that You notify Your customers that use of such Carbone Community Edition Software or Derivative Works is subject to this CCL Agreement and You provide to each such customer a copy of the most current version of this CCL Agreement or a URL from which the most current version of this CCL Agreement may be obtained. - **(c) Distribution of Source Code or Binaries in Standalone Form**. Subject to the prohibitions in Section 2.2 below, a license to copy and distribute the Carbone Community Edition Software source code and binaries solely in unmodified standalone form and subject to the terms and conditions of the most current version of this CCL Agreement. - **(d) Derivative Works**. A license (i) to prepare, compile, and test Derivative Works of the Carbone Community Edition Software; (ii) to use Derivative Works for Internal Use solely as expressly permitted in Section 2.1(a); (iii) to utilize Derivative Works with Your Value Added Products or Services solely as expressly permitted in Section 2.1(b); (iv) to distribute Derivative Works with Your Value Added Products or Services solely as expressly permitted in Section 2.1(b); and (v) to distribute Derivative Works back to CarboneIO under CarboneIO's Contributor Agreement for potential incorporation into CarboneIO's maintained code base at its sole discretion. **2.2 Prohibitions.** Notwithstanding any other provision in this CCL Agreement, You are prohibited from (i) using any Carbone Community Edition Software to provide document-generator-as-a-service services, or to provide any form of software-as-a-service or service offering in which the Carbone Community Edition Software is offered or made available to third parties to provide Document Generator functions or operations, other than as part of Your Value Added Products or Services, or (ii) copying or distributing any Carbone Community Edition Software for use in any of the foregoing ways. In addition, You agree not to, except as expressly permitted in Section 2.1(d), prepare Derivative Works of any Carbone Community Edition Software or, except as expressly permitted herein, transfer, sell, rent, lease, sublicense, loan, or otherwise transfer or make available any Carbone Community Edition Software, whether in source code or binary executable form. **2.3 Affiliates and Contractors.** You may permit Your Contractors and Affiliates to exercise the licenses set forth in Section 2.1, provided that such exercise by Contractors must be solely for your benefit and/or the benefit of Your Affiliates, and You shall be responsible for all acts and omissions of such Contractors and Affiliates in connection with such exercise of the licenses, including but not limited to breach of any terms of this CCL Agreement. **2.4 Reservation of Rights.** Except as expressly set forth in Section 2.1, no other license or rights to the Carbone Community Edition Software are granted to You under this CCL Agreement, whether by implication, estoppel, or otherwise. ## 3. DEFINITIONS In addition to other terms defined elsewhere in this CCL Agreement, the terms below have the following meanings: **3.1 "Affiliate"** means, if You are a legal entity, any legal entity that controls, is controlled by, or which is under common control with, You, where "control" means ownership of at least fifty percent (50%) of the outstanding voting shares of the legal entity, or the contractual right to establish policy for, and manage the operations of, the legal entity. **3.2 "Contractor"** means a person or entity engaged as a consultant or contractor to perform work on Your behalf, but only to the extent such person or entity is performing such work on Your behalf. **3.3 "Derivative Work"** means any modification or enhancement made by You to the Carbone Community Edition Software, whether in source code, binary executable, intermediate, or other form. **3.4 "Document Generator"** means a tool that generates documents of any form and any type. **3.7 "Carbone Community Edition"** means those portions of the Carbone Enterprise Edition Software that CarboneIO makes publicly available for distribution from time to time as open source software under the terms of this **CCL Agreement**. **3.8 "Carbone Enterprise Edition"** means the full-feature Document Generator closed-source software and related software made available by CarboneIO on https://carbone.io. **3.9 "Value Added Products or Services"** means products or services developed by or for You that utilize (for example, as a back-end function or part of a software stack) all or parts of the Carbone Community Edition Software to provide Document Generator functions in support of larger value-added products or services (for example, an ERP software or vertical-specific application) with respect to which all of the following are true: - (i) such value-added products or services are not primarily Document Generator products or services; - (ii) such value-added products or services add substantial value of a different nature to the Document Generator provided by CarboneIO and are the key functions upon which such products or services are offered and marketed. ## 4. TERMINATION This CCL Agreement will automatically terminate, whether or not You receive notice of such termination from CarboneIO, in the event You breach any of its terms or conditions. In accordance with Section 6 below, CarboneIO shall have no liability for any damage, loss, or expense of any kind, whether consequential, indirect, or direct, suffered or incurred by You arising from or incident to the termination of this CCL Agreement, whether or not CarboneIO has been advised or is aware of any such potential damage, loss, or expense. ## 5. DISCLAIMER OF WARRANTIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL CARBONEIO SOFTWARE PROVIDED UNDER THIS CCL AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND CARBONEIO DISCLAIMS ALL SUCH WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, CARBONEIO MAKES NO WARRANTY OR REPRESENTATION AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, PROFITABILITY, SUPPORT, PERFORMANCE, LOSS OF USE OR LOSS OF DATA, AVAILABILITY, OR ACCURACY OF THE CARBONE COMMUNITY EDITION SOFTWARE. YOU ACKNOWLEDGE THAT CHANGES MADE BY CARBONEIO TO THE CARBONE COMMUNITY EDITION SOFTWARE MAY DISRUPT INTEROPERATION WITH YOUR VALUE ADDED PRODUCTS OR SERVICES. CARBONEIO AND ITS LICENSORS DO NOT WARRANT THAT THE CARBONE COMMUNITY EDITION SOFTWARE, OR ANY PORTION THEREOF, IS ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION, OR THAT ANY VALUE ADDED PRODUCT OR SERVICE INTEROPERATING WITH THE CARBONE COMMUNITY EDITION SOFTWARE WILL NOT EXPERIENCE LOSS OF USE OR LOSS OF DATA. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS CCL AGREEMENT, YOU HAVE NOT RELIED ON ANY PROMISE, WARRANTY, OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. ## 6. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CARBONEIO OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS OR REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED, RELATED TO, OR ARISING OUT OF THIS CCL AGREEMENT, ITS TERMINATION OR THE PERFORMANCE OR FAILURE TO PERFORM THIS CCL AGREEMENT, OR THE USE OR INABILITY TO USE THE CARBONE COMMUNITY EDITION SOFTWARE, WHETHER ALLEGED AS A BREACH OF CONTRACT, BREACH OF WARRANTY, TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF CARBONEIO HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ## 7. GENERAL **7.1 Complete Agreement.** This CCL Agreement completely and exclusively states the entire agreement of the parties regarding the subject matter hereof and supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. **7.2 Modification.** This CCL Agreement may be modified by CarboneIO from time to time, and any such modifications will be effective upon the "Posted Date" set forth at the top of the modified agreement. The modified agreement shall govern any new version of the Carbone Community Edition Software (and all its constituent source code and binaries) that is officially released as a complete version release by CarboneIO on or after such Posted Date. Except as set forth in this Section 7.2, this CCL Agreement may not be amended except by a writing executed by both parties. **7.3 Governing Law.** This CCL Agreement shall be governed by and construed solely under the laws of France. **7.4 Unenforceability.** If any provision of this CCL Agreement is held unenforceable, the remaining provisions of this CCL Agreement shall remain in effect and the unenforceable provision shall be replaced by an enforceable provision that best reflects the original intent of the parties. **7.5 Injunctive Relief.** You acknowledge that a breach or threatened breach of any provision of this CCL Agreement will cause irreparable harm to CarboneIO for which damages at law will not provide adequate relief, and CarboneIO shall therefore be entitled to injunctive relief against such breach or threatened breach. **7.6 Assignment.** You may not assign this CCL Agreement, including by operation of law in connection with a merger or acquisition or otherwise, in whole or in part, without the prior written consent of CarboneIO, which CarboneIO may grant or withhold in its sole and absolute discretion. Any assignment in violation of the preceding sentence is void.