Kimia SPA License (KSL)

Version 1.4, February 2025
Supersedes Version 1.3, January 2025

Copyright (c) 2024–2025 Kimia SPA. All rights reserved.
Contact: contacto@kimia.lat

1. Definitions

2. License Grant

Kimia SPA grants You a limited, non-exclusive, non-transferable license to use, reproduce, and distribute the Software, subject to the terms and conditions of this License. This license applies to both free and commercial redistribution of the Software.

3. Acknowledgment of Dependencies

The Software may incorporate various open-source libraries, each with its own licensing requirements. You are responsible for complying with the licenses of all third-party dependencies when using, modifying, or redistributing the Software. Open-source libraries used in the Software do not include telemetry unless explicitly stated in their respective licenses, and if telemetry is present, users will always have the option to disable it.

4. Redistribution and Modification

  1. Scope of Use

    • You may use the Software in free and commercial products, provided that such use complies with the licenses of all dependencies.

  2. Modifications

    • For Open-Source Use (Public Code):
      If the Software is provided under a public or open-source arrangement, You are encouraged to contribute back to the community. Any modifications You make must be made public under the same open-source terms as the Kimia License. The Kimia License is designed to be compliant with open-source principles, ensuring that the Software remains open and accessible to all.
    • For Closed-Source Use (Private or Commercial Code):
      If the Software is provided under a private or commercial arrangement, You may modify the Software, but You must submit modifications to the Licensor for review and potential inclusion in future versions. Redistribution of modified Software is permitted only under the terms agreed upon in the commercial arrangement.

  3. No Unauthorized Usage

    • Any use, reproduction, distribution, or modification of the Software outside the scope explicitly granted by this License is strictly prohibited and may result in termination of this License or legal action by the Licensor.

5. Proprietary Rights and Employee Use

  1. Open-Source Code Remains Open-Source

    • If the Software is provided under a public or open-source arrangement, the open-source nature of the code will be preserved. Any modifications or derivatives of the open-source code must also remain open-source under the terms of this License. The Kimia License ensures that open-source code remains freely accessible and modifiable by the community.

  2. Exclusive Property for Closed-Source Code

    • For Software provided under a private or commercial arrangement, the Software remains the exclusive property of Kimia SPA. You may not claim ownership, redistribute, or modify the Software beyond the scope explicitly granted by this License or a separate commercial agreement.

  3. Employee or Contractor Use

    • If You access the Software as an employee or contractor of Kimia SPA:
      1. You are bound by this License and any applicable employment or contractor agreements.
      2. You have no rights to distribute, modify, or claim ownership of the Software beyond the scope of your employment or contract.

6. Technological Partners

  1. License to Partners

    • The Licensor may grant Software access to selected technological partners (“Partners”) for internal or commercial purposes.

  2. Third-Party Licensing Requirements

    • Partners must honor all third-party licenses associated with the Software.

  3. Public Disclosure Prohibition

    • Partners or Clients are prohibited from making the Software or any portion of it public or open-source in any form, unless the Software was already provided under a public or open-source arrangement by Kimia SPA.

  4. Partner Employees and Contractors

    • Employees or contractors of Partners who access the Software:
      1. Are bound by the same rules as Kimia SPA employees.
      2. Have no rights to distribute, modify, or claim ownership of the Software outside their employment or contract with the Partner.

7. No Warranty for Open-Source Public Use

FOR OPEN-SOURCE PUBLIC USE, THE SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

8. Commercial Warranty

  1. Separate Commercial Agreement

    • For commercial access to the Software, as explicitly granted by Kimia SPA through a separate commercial agreement, a full functioning warranty applies.

  2. Scope of Commercial Warranty

    • The terms, duration, and scope of the commercial warranty shall be as specified in the separate commercial agreement between Kimia SPA and the commercial licensee.

  3. Limitations

    • This commercial warranty is exclusive to paid commercial licenses and does not apply to any free or public use of the Software.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KIMIA SPA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE.

10. Additional Protective Measures

  1. Telemetry and Licensing Enforcement

    • To ensure compliance with this License and protect Kimia SPA’s intellectual property, the Licensor may incorporate installation or usage-based telemetry, licensing keys, online activation, or other technical mechanisms.
    • Open-source libraries used in the Software do not include telemetry unless explicitly stated in their respective licenses, and if telemetry is present, users will always have the option to disable it.
    • You agree not to interfere with or circumvent any such protective measures.

  2. Data Collection and Privacy

    • Any telemetry or data collection will be governed by the Licensor’s Privacy Policy. The Licensor will collect only the minimum data necessary for license enforcement, usage metrics, and product improvement.

  3. Unauthorized Usage and Consequences

    • The Licensor reserves the right to take any and all legal and technical measures against unauthorized usage of the Software, including immediate termination of this License and/or seeking legal remedies.

11. Termination

  1. Automatic Termination

    • This License automatically terminates if You fail to comply with its terms and conditions.

  2. Action Upon Termination

    • Upon termination, You must cease all use, distribution, and modification of the Software.

  3. Right to Terminate

    • Kimia SPA reserves the right to terminate this License at any time for any reason upon notice to You.

12. Governing Law

This License shall be governed by and construed in accordance with the laws of Chile, without regard to its conflict of law provisions.

13. Entire Agreement

This License, together with any applicable commercial agreement for commercial access, constitutes the entire agreement between You and Kimia SPA concerning the Software and supersedes all prior or contemporaneous oral or written agreements.