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Looplex Limited Public License

Release Date: January 16, 2024

IF YOU USE SUCH CODE OR RELATED MATERIALS (THE “SOFTWARE” OR “LIBRARIES”), YOU ACCEPT THIS LICENSE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT USE THE SOFTWARE AND RELATED MATERIALS.

1. Definitions

For the purposes of this Agreement:

“Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with the Licensee. This includes, without limitation, parent companies, subsidiaries, sister companies, joint ventures, or any other form of corporate organization that shares common ownership or is subject to common governance with the Licensee.

“Agreement” means these terms and conditions for use, reproduction, distribution and modification of the Looplex Open Data Libraries’ set forth herein.

“Contributor” means any individual, entity, or organization that directly or indirectly creates, contributes to, modifies, enhances, or otherwise prepares a derivative work based on the licensed software libraries.

“Documentation” means the specifications, manuals, policies and legal documentation accompanying Looplex Open Data Libraries distributed by Looplex on this GitHub page or on https://docs.looplex.com.br/, https://learn.looplex.com.br/ or https://kb.looplex.com.br/, as the case may be.

“Licensee” or “you” means you, or your employer or any other person or entity (if you are entering into this Agreement on such person or entity’s behalf), of the age required under applicable laws, rules or regulations to provide legal consent and that has legal authority to bind your employer or such other person or entity if you are entering in this Agreement on their behalf.

“Licensor”, “Looplex” or “we” means Looplex S.A., Looplex (USA) Holdings LLC and any other affiliated entity belonging to the Looplex economic corporate group.

“Looplex Materials” means, collectively, Looplex’s proprietary Looplex Open Data Libraries and Documentation (and any portion thereof) made available under this Agreement.

“Looplex Open Data Libraries” means the Input Open Library, the Inference Open Library, and the Render Open Library, their software components, schemata and related code, which are integral components of legal and content solutions that runs on the Looplex Application Platform.

“Looplex Platform” means a digital experience platform (DXP) for computational law that provides a set of tools, services and processes that supports and accelerates legal services related software development, while taking care of managing the underlying infrastructure, acting as an internal developer platform and portal, which exposes information as well as actions developers can take in a unified user experience and API.

By clicking “I Accept” below or by using or distributing any portion or element of the Looplex Open Data Libraries, you agree to be bound by this Agreement.

2. Scope of License Grant

License grant. The Licensor hereby grants to the Licensee a non-exclusive, revocable, non-transferable and royalty-free license to use, modify, and enhance the provided software Libraries, subject to the terms and conditions set forth in this Agreement.

Contributors Copyright Grant. Subject to the terms of this license, including the license conditions and limitations in section 3, 4 and 5, each contributor grants you a non-exclusive, non-transferable, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create together with the licensed libraries.

3. Permitted Modifications

Library Use. The Licensee is permitted to modify existing functionalities of the Looplex Legal Data Libraries for the sole purpose of customizing and enhancing their capabilities to meet specific requirements of new or different use case scenarios in legal services. Such modifications are restricted to the addition of new functionality to an existing object without altering its structure, or to extend its behavior without explicitly modifying it, by means of enhancements to high-level functional behaviors within those libraries.

High-Level Derivations: You can create and distribute your own modules, extensions, or plug-ins that interface with the libraries. These derivatives can be under different licenses, including proprietary ones, provided they interact with the library in a way that doesn’t necessitate modifying the library itself.

4. Restrictions on Modifications

No architectural or structural changes. The Licensee is expressly prohibited from making any modifications, alterations, or enhancements to the core structure, architecture, or operational mechanisms of the Looplex Legal Data Libraries. All functional enhancements, extensions, derivations or modifications made by the Licensee must be implemented in a manner that ‘wraps around’ the existing library functions, without altering the current API structure, dependency fetching and signature behavior of the libraries in the Looplex Platform.

No Modification of the Library: You can’t change the internal code of the licensed libraries. If you do modify it, the modifications must also be released as open source under these licensing terms. This ensures that the library’s core functionalities remain open and available to the public in the Looplex Platform.

Platform Limitation - The license granted in the Agreement extends only to the software or derivative works that you create that run directly on Looplex Platform could services, on any Looplex run-time technology (such as the Looplex Code or Looplex Lawtex® Assembler v.1.0 or higher), or any other licensed instance of the Looplex Platform, either on-premises or in the cloud.

5. Redistribution and Sharing

Redistribution of Modified or Derived Functions: You may redistribute functions and software that have been modified or derived from the Looplex Open Data Libraries, provided that such redistribution is under the same terms and conditions as this license.

Open Source Requirement: Any modified or derived functions that are redistributed must be made available as open source under the same licensing terms as stipulated herein.

Use in Proprietary Software: The Licensee may incorporate the derivative works into their proprietary solutions in the Looplex Platform; however, such incorporation does not exempt the Licensee from the obligation to release these derivative works under the same copyleft terms. The derivative works, when released or distributed, must be done so under a license that allows use, modification, and distribution by others in the Looplex Platform, under the same terms as this license.

6. Enhanced Licensing Requirements

Thresholds for this license. There are specific thresholds concerning user engagement and revenue generation by the Licensee and its affiliates, which, when surpassed, trigger additional licensing requirements:

(a) User Engagement Threshold: If, at any point during the term of this license, the total number of licensed users or monthly active users (MAUs) for all products or services offered by or on behalf of the Licensee exceeds 5,000 MAUs; and/or

(b) Revenue Generation Threshold: if the Licensee reports an annualized gross income exceeding BRL 6 million in the past calendar month, calculated as an average monthly revenue of BRL 500,000 or more.

Aggregated Thresholds for a group. The revenue and monthly active user thresholds for the purposes of this license shall aggregate the totals from the Licensee and all its Affiliates, if you are a legal entity, as well as any group of individuals organized in a common venture if you are an individual.

Mandatory Enhanced License Request. Upon reaching either of the thresholds set forth in this Section 6, the Licensee is required to promptly request an enhanced license from Looplex. The granting of such an enhanced license is subject to the sole discretion of Looplex.

Conditional Exercise of Rights. The Licensee is not authorized to exercise any rights granted under this Agreement if either of the aforementioned thresholds is surpassed, unless and until Looplex expressly grants the enhanced license.

Continued Monitoring and Compliance. The Licensee agrees to continuously monitor its user engagement and revenue generation to determine if the thresholds outlined in this section are met or exceeded. Compliance with these conditions is mandatory for the continued validity of the license. Non-compliance may lead to license revocation without prior notice and potential legal action for breach of contract and intellectual property infringement, as well as any court provisional measures necessary to cease this intellectual property infringement.

7. Limitation of Liability

Disclaimer of Warranty. THE LOOPLEX OPEN DATA LIBRARIES AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE LOOPLEX OPEN DATA LIBRARIES AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE LOOPLEX OPEN DATA LIBRARIES AND ANY OUTPUT AND RESULTS.

Limitation of Liability. IN NO EVENT WILL LOOPLEX OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRODUCTS LIABILITY, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF LOOPLEX OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

8. Miscellaneous Provisions

Intellectual Property. No trademark licenses are granted under this Agreement, and in connection with the software, neither Looplex nor Licensee may use any name or mark owned by or associated with the other or any of its affiliates, except as required for reasonable and customary use in describing and redistributing the software.

(a) Subject to Looplex’s ownership of Looplex Legal Data Libraries and derivatives made by or for Looplex, with respect to any derivative works and modifications of the Looplex Open Data Libraries that are made by you, as between you and Looplex, you are and will be the owner of such derivative works and modifications in accordance to this Agreement.

(b) If you institute litigation or other proceedings against Looplex or any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Looplex Open Data Libraries or any other Looplex Platform outputs or results, or any portion of any of the foregoing, constitutes infringement of intellectual property or other rights owned or licensable by you, then any licenses granted to you under this Agreement shall terminate as of the date such litigation or claim is filed or instituted. You will indemnify and hold harmless Looplex from and against any claim by any third party arising out of or related to your use or distribution of the Looplex Legal Data Libraries.

Term and Termination. The term of this Agreement will commence upon your acceptance of this Agreement or access to the Looplex Open Data Libraries and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Looplex may immediately and without prior notice terminate this Agreement if you are in breach of any term or condition of this Agreement. Upon termination of this Agreement, you shall delete and cease use of the Looplex Open Data Libraries. Sections 4, 5 and 7 shall survive the termination of this Agreement.

Separate Licensing Terms for the Looplex Platform. The use and access to the Looplex Platform is governed by and subject to a distinct set of commercial terms of use and licensing agreements, which can be found in https://docs.looplex.com.br/pt-BR/legal/product/terms-of-use.

**Governing Law and Jurisdiction. **This Agreement will be governed and construed under the laws of the Brazil, and the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The courts of São Paulo, SP, Brazil shall have exclusive jurisdiction of any dispute arising out of this Agreement.