Kwenta General Source License

Introduction

  This license defines the terms and conditions under which all Kwenta protocol
code associated with the Kwenta DAO, a decentralized trading platform, can be
used (the “Kwenta Licensed Work”). Anyone that intends to use, modify, or
distribute any of the Kwenta Licensed Work, in whole or in part, is subject to
the terms set forth herein. For example, this license allows for the free access
and non-commercial local use of the Kwenta Licensed Work. It also allows changes
to be made to the code, provided that such modifications are made without
commercial purpose, and that this license shall continue to be effective for all
modified versions (i.e. derivative works). Any other use, including all
commercial use, is only permissible with advanced written permission from the
Licensor (as defined below). Additional terms and conditions may apply to any
Kwenta Licensed Work.

Summary of Parameters

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  Licensor:  KwentaDAO (“Kwenta”)

  Licensed Work: The Kwenta Licensed Work includes any code originally released
  by Kwenta associated with the Kwenta DAO and any other code where this license
  appears, or any copy or derivative of any of the foregoing.

  Date of License: MONTH DAY, YEAR

  Term of License:  1 year – License expires on MONTH DAY, YEAR. Starting on
  MONTH DAY, YEAR, all Kwenta Licensed Work associated with the Kwenta Protocol
  that is subject to this license shall be licensed under the GNU General Public
  License version 3.0, which can be viewed here:
  https://www.gnu.org/licenses/gpl-3.0.html

  Contact to seek permission: [email protected]

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Definitions

  To "modify" a work means to copy from or adapt all or part of the work in a
fashion requiring copyright permission, other than the making of an exact copy. 

  A "Licensed Work" includes any means that is protectable under applicable
copyright law, including unmodified code or a work based on the code.

  To "propagate" a work means to do anything with it that, without permission,
would make you directly or secondarily liable for infringement under applicable
copyright law, except executing it on a computer. Propagation includes copying,
distribution (with or without modification), making available to the public, and
in some countries other activities as well.

Basic Permissions

  The Licensor hereby grants you the right to copy, redistribute, and use the
Licensed Work so long as the foregoing is done on a non-commercial and
non-production basis. This License also requires that such uses provide notice
of the original source of the Licensed Work as well as the continuing
applicability of this License. The Licensor may make additional use grants for
certain commercial and/or production use of the Licensed Work on a case-by-case
basis by providing or publishing such permission in writing. 

  The Licensor also grants you the right to contribute to the Licensed Work by
modifying it so long as the modifications are: (i) non-commercial and on a
non-production basis; (ii) made publicly available for audit; and (iii) made
available only with notice provided of the original source as well as the
continuing applicability of this License. Except as specifically stated herein,
the Licensor does not grant you the right to modify or create derivative works
for any purpose without written permission from the Licensor.

  Any modifications made for commercial use, or forking of any Licensed Work, is
strictly prohibited.

  Any usage other than as specified herein or propagation of the Licensed Work
is prohibited and subject to copyright laws. If your actual or intended use or
propagation of the Licensed Work does not comply with the permissible uses of
the Licensed Work, you must refrain from such use unless and until permission is
provided in writing by the Licensor. Such permission can be sought at the
contact address provided above.

Seeking Additional Permissions

  To seek permission to propagate or use in any way the Licensed Work beyond the
permissions granted herein, please contact the Licensor at the contact address
provided above and specify the proposed additional permission sought. To the
extent any such use is permitted, this License must continue to apply to any of
the Licensed Work that is utilized. For example, where a portion of code is
permitted to be utilized and modified to become part of a larger work, this
License shall still apply to the portion of the code that has been modified.
This license must be made available with the code, and the larger work must
include a notice stating the original source of the code, and that it is
released under and still subject to this license. 

Applicability

  All copies of the original and modified Licensed Works, and any derivatives
thereof, are subject to this License. This License applies separately to each
version of a Licensed Work. This License must be conspicuously displayed on each
original or modified copy of a Licensed Work. If you receive a Licensed Work in
original or modified form from a third party, the terms and conditions set forth
in this License apply to your use of that work.

Termination

  Any use of a Licensed Work in violation of this License will automatically
terminate your rights under this License for the current and all other versions
of the Licensed Work.

  You may not propagate or modify a Licensed Work except as expressly provided
under this License. Any attempt otherwise to propagate or modify it is void, and
will automatically terminate your rights under this License.

  The Licensor also retains the right to cancel this License at any time in its
sole discretion for any individual or entity that it believes has not acted in
compliance with the License, or is utilizing the Licensed Work for an improper
purpose.

Disclaimer of Warranty

  THERE IS NO WARRANTY FOR THE LICENSED WORK, TO THE EXTENT PERMITTED BY
APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE LICENSOR, COPYRIGHT
HOLDER OR OTHER PARTIES PROVIDE THE LICENSED WORK "AS IS" WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED WORK IS WITH YOU.
SHOULD THE LICENSED WORK PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION.

Limitation of Liability

  IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY
LICENSOR, COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MODIFIES AND/OR CONVEYS THE
LICENSED WORK AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY
GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR
INABILITY TO USE THE LICENSED WORK (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR
DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A
FAILURE OF THE LICENSED WORK TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH
HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No Ownership Rights

  Use or propagation of the Licensed Work, regardless of whether permissible
under this License, does not give you any ownership rights in any of the
Licensed Works. Except as explicitly stated herein, all other right, title, and
interest in the Licensed Works is exclusively the property of the Licensor.

Licensor’s Trademark

  This License does not grant anyone any right in the name, logo, or other
trademark of Licensor or any affiliate, except as needed to reprint this
License.

Modifications

  The Licensor reserves the right to make changes to this License from time to
time without specifically notifying you. The Licensor will make the latest
version publicly available. If you continue to use or propagate a Licensed Work,
this means that you have accepted any changes to the License.

Your Responsibility to Comply with Local Law

  It is the responsibility of you and each user to inform yourself of and to
observe all applicable laws and regulations of any relevant jurisdictions when
using or propagating any of the Licensed Works. Prospective users should inform
themselves as to the legal requirements and tax consequence within the
jurisdictions of their citizenship, residence, domicile, and place of business,
and seek professional advise where appropriate.

Survivability

  The terms of this License shall survive even if any particular term is deemed
not to be enforceable. Any remaining terms shall remain enforceable to the
maximum extent permitted by applicable law. To the extent permissible, any terms
deemed not enforceable shall be rewritten so as to be enforceable to the maximum
extent permissible by applicable law.

No Waiver

  Any failure by Licensor to exercise or enforce any legal right or to take any
action concerning any breach of this License shall not constitute a waiver of
any rights or remedies otherwise available to Licensor.

Choice of Law and Venue

  If there is any dispute arising out of this License or any of the Licensed
Works, including any dispute concerning any of the terms of this License, you
expressly agree that any such dispute shall be governed by the laws of
Singapore, without regard to the conflict of law provisions of any jurisdiction. 

  In the event of a dispute between the Parties related to this Agreement or the
breach thereof, the Parties shall participate in at least one (1) live or
teleconferenced (i.e., using Zoom or a similar videoconferencing software that
allows the Parties to communicate in real time) mediation session with an
International Centre for Dispute Resolution (“ICDR”) neutral. The Parties agree
to participate in mediation in good faith and the Parties agree to share equally
in the cost of such mediation. 

  Should the Dispute not be settled within seven (7) days following the live
mediation session, either Party may then commence a binding arbitration
administered in New York, New York in the United States by the ICDR under its
Commercial Arbitration Rules.  A single arbitrator shall preside, and
proceedings shall be conducted remotely to the maximum extent possible. Each
Party shall pay its own expenses in such arbitration, including its attorneys’
fees, subject to reapportionment by the arbitrator in a final award. The
language of the arbitration shall be English. The prevailing Party shall be
entitled to recover reasonable attorneys’ fees and other costs incurred in such
proceeding in addition to any other relief to which it may be entitled. Any
interim or provisional relief that would be available from a court of law shall
be available in accordance with the rules of ICDR, however, nothing in this
Agreement shall preclude the Parties from obtaining preliminary injunctive
relief in a court of competent jurisdiction located in New York, New York if
necessary to prevent irreparable harm pending the conclusion of any arbitration.
The final arbitration award may be confirmed in a state or federal court located
in New York, New York and the Parties agree to waive any claim of improper venue
or forum non conveniens. Except as may be required by law, neither a party nor
an arbitrator may disclose the existence, content, or results of any dispute or
arbitration hereunder without the prior written consent of both parties.