Version 1.1 — Effective Date: February 2025
This license governs use of the accompanying software and all associated documentation, configuration files, assets, and materials (collectively, the "Software"). By using, accessing, copying, or distributing the Software in any manner, you accept this license in its entirety. If you do not accept this license, you must not use, access, copy, or distribute the Software.
The terms "reproduce," "reproduction," and "distribution" have the same meaning here as under Hong Kong copyright law (Cap. 528, Copyright Ordinance).
"Licensor" means OneKey and its affiliates, successors, and assigns.
"You" (or "Your") means the individual or legal entity exercising rights under this license. For individuals acting on behalf of an entity, "You" includes that entity.
"Your Company" means the legal entity on whose behalf you downloaded or accessed the Software, including all affiliates of that entity (where "affiliate" means any entity that controls, is controlled by, or is under common control with that entity).
"Reference Use" means use of the Software within Your Company as a reference, in read-only form, solely for the purposes of: (a) debugging Your products, (b) maintaining Your products, or (c) enhancing the interoperability of Your products with the Software. Reference Use specifically excludes the right to distribute, sublicense, publicly display, publicly perform, or otherwise make available the Software or any portion thereof outside of Your Company.
"Licensed Patents" means any patent claims owned or controlled by the Licensor that read directly on the Software as distributed by the Licensor under this license.
"Derivative Work" means any work that is based on, derived from, incorporates, or is a modification or adaptation of the Software, in whole or in part.
(A) Copyright Grant — Subject to the terms and conditions of this license, the Licensor grants You a limited, non-transferable, non-sublicensable, non-exclusive, worldwide, royalty-free copyright license to reproduce the Software solely for Reference Use.
(B) Patent Grant — Subject to the terms and conditions of this license, the Licensor grants You a limited, non-transferable, non-sublicensable, non-exclusive, worldwide, royalty-free patent license under Licensed Patents solely for Reference Use.
(C) Reservation of Rights — All rights not expressly granted herein are reserved by the Licensor. Without limiting the foregoing, this license does not grant any right to: (i) create Derivative Works; (ii) distribute, sublicense, sell, lease, rent, or otherwise transfer the Software; (iii) use the Software for commercial purposes beyond Reference Use; (iv) reverse engineer, decompile, or disassemble the Software except to the extent expressly permitted by applicable law notwithstanding this limitation; or (v) remove, alter, or obscure any proprietary notices, labels, or markings on the Software.
(A) Attribution — You must retain all copyright notices, license texts, and proprietary markings in all copies of the Software.
(B) No Circumvention — You must not circumvent, disable, or otherwise interfere with any license verification, access control, or security features of the Software.
(C) No Competing Use — You must not use the Software, in whole or in part, to develop, train, improve, or contribute to any product or service that competes with the Software or with any product or service offered by the Licensor.
(D) No AI/ML Training — You must not use the Software, in whole or in part, as training data, fine-tuning data, or input for any machine learning model, artificial intelligence system, or automated code generation tool, without the Licensor's prior written consent.
(A) No Trademark License — This license does not grant You any rights to use the Licensor's name, logo, trademarks, service marks, or trade dress. Any use of OneKey's brand assets requires a separate written agreement.
(B) Patent Litigation Termination — If You or Your Company initiate patent litigation (including a cross-claim or counterclaim in a lawsuit) against the Licensor or any of its affiliates, contributors, or licensees alleging that the Software constitutes patent infringement, all rights granted to You under this license shall terminate automatically and immediately as of the date such litigation is filed.
(C) Disclaimer of Warranties — THE SOFTWARE IS PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
(D) Limitation of Liability — TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR SECURITY BREACHES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(E) Indemnification — You agree to indemnify, defend, and hold harmless the Licensor, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to Your use of the Software, Your violation of this license, or Your violation of any applicable law.
(A) This license is effective until terminated. Your rights under this license will terminate automatically and without notice if You fail to comply with any of its terms.
(B) Upon termination, You must immediately cease all use of the Software and destroy all copies (including backups and archival copies) in Your possession or control.
(C) Sections 1, 3(C), 3(D), 4, 5(B), 5(C), 6, and 7 shall survive any termination of this license.
(A) Governing Law — This license shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region ("Hong Kong"), without regard to its conflict of laws principles.
(B) Dispute Resolution — Any dispute, controversy, or claim arising out of or relating to this license shall first be attempted to be resolved through good faith negotiation for a period of thirty (30) days. If not resolved, the dispute shall be submitted to binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force at the time of filing. The arbitration shall be conducted in English by a single arbitrator appointed in accordance with said rules. The seat of arbitration shall be Hong Kong. The arbitral award shall be final and binding upon both parties and may be enforced in any court of competent jurisdiction.
(C) Severability — If any provision of this license is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Licensor's original intent.
(D) Entire Agreement — This license constitutes the entire agreement between You and the Licensor with respect to the Software and supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral.
(E) No Waiver — The failure of the Licensor to enforce any provision of this license shall not constitute a waiver of that provision or the right to enforce it at a later time.
(F) Assignment — You may not assign or transfer this license or any rights granted hereunder without the Licensor's prior written consent. The Licensor may freely assign this license. Any attempted assignment in violation of this section is void.
(G) Amendments — The Licensor reserves the right to modify this license at any time. Continued use of the Software after modifications constitutes acceptance of the modified license. It is Your responsibility to review this license periodically for changes.
For licensing inquiries, permissions, or questions regarding this license, contact: dev@onekey.so