Writer/License

Writer Community License Agreement

Version Release Date: May 17, 2024

By using or distributing any portion or element of the Writer Materials, you agree to be bound by this license agreement ("Agreement").

1. Definitions

"Contribution" shall mean any work of authorship, including the original version of the Writer Materials and any modifications or additions to the Writer Materials or Derivative Works thereof, that is intentionally submitted to Writer for inclusion in Palmyra by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Writer or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Writer for the purpose of discussing and improving Palmyra, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."

"Documentation" means the specifications, manuals, and documentation accompanying Palmyra distributed by Writer available at dev.writer.com.

"Derivative Work(s)" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Writer Materials and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this Agreement, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Writer Materials and Derivative Works thereof.

"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

"Licensee," "you," or "your" mean individual or Legal Entity exercising permissions granted by this Agreement.

"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

"Palmyra" shall mean the software, whether in Source or Object form associated with this model.

"Writer Materials" shall mean Palmyra and related Documentation made available under this Agreement.

"Writer" or "we" means Writer, Inc.

2. License & Conditions

Subject to the terms and conditions of this License, Writer grants to You a non-exclusive, worldwide, non-transferable and royalty-free limited license to use, reproduce, distribute, copy, create derivative works of, and make modifications to the Writer Materials and such derivative works.

3. Redistribution

You may reproduce and distribute copies of the Writer Materials or Derivative Works thereof, or a product or service that uses any of them, in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

• You must (A) provide a copy of this Agreement with any such Writer Materials; and (B) prominently display "Built with Palmyra" on a related website, user interface, blogpost, about page, or product documentation;

• You must cause any modified files to carry prominent notices stating that You changed the files;

• You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Writer Materials, excluding those notices that do not pertain to any part of the Derivative Works;

• You must retain in all copies of the Writer Materials that you distribute the following attribution notice within a "Notice" text file distributed as a part of such copies: "Copyright Writer, Inc. All Rights Reserved. Licensed under Palmyra Community License (the "License"); you may not use this file except in compliance with the License."; and

• Your use of the Writer Materials must comply with applicable laws and regulations (including trade compliance laws and regulations) and Writer's Acceptable Use Policy.

You may add your own intellectual property statement to your modifications of the Writer Materials and, except as set forth in this Section, may provide additional or different terms and conditions for use, reproduction, or distribution of the Writer Materials or Derivative Work as a whole, provided your use, reproduction, modification, distribution, performance, and display of the Writer Materials or Derivative Work otherwise complies with the terms and conditions of this Agreement. Any additional or different terms and conditions you impose must not conflict with the terms of this Agreement and in the event of a conflict, the terms and conditions of this Agreement shall govern over any such additional or different terms and conditions.

4. Commercial Terms

If, as of the version release date indicated above, (a) the monthly active users of the products or services made available by or for You, is greater than 10 million monthly active users in the preceding calendar month or (b) the revenue You obtain from products or services exceeds $10 million, you must request a license from Writer, which Writer may grant to you in its sole discretion, and you are not authorized to exercise any of the rights under this Agreement unless or until Writer otherwise expressly grants you such rights.

If you receive the Writer Materials or Derivative Works from a direct or indirect licensee as part of an integrated end user product, then this section (Section 4) of the Agreement will not apply to you.

5. Submission of Contributions

Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Writer Materials by You to Writer shall be under the terms and conditions of this Agreement, without any additional terms or conditions.

Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Writer regarding such Contributions.

6. Warranty Disclaimer

UNLESS REQUIRED BY APPLICABLE LAW, THE WRITER MATERIALS AND ANY OUTPUT AND RESULTS THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, AND WRITER DISCLAIMS ALL WARRANTIES OF ANY KIND, BOTH EXPRESS AND 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 WRITER MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE WRITER MATERIALS AND ANY OUTPUT AND RESULTS.

7. Limitation of Liability

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

8. Accepting Warranty or Additional Liability

While redistributing the Writer Materials or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of Writer, and only if You agree to indemnify, defend, and hold Writer harmless for any liability incurred by, or claims asserted against, Writer by reason of your accepting any such warranty or additional liability.

9. IP Rights

This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of Writer, except as required for reasonable and customary use in describing the origin of Palmyra and reproducing the content of the NOTICE file.

Subject to Writer's ownership of Writer Materials and any Derivative Works thereof, with respect to any derivative works and modifications of the Writer Materials that are made by you, as between you and Writer, you are and will be the owner of such derivative works and modifications.

If you institute litigation or other proceedings against Writer or any entity (including a crossclaim or counterclaim in a lawsuit) alleging that the Writer Materials, or any portion thereof, infringes the 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 Writer from and against any claim by any third party arising out of or related to your use or distribution of the Writer Materials.

10. Term & Termination

The term of this Agreement will commence upon your access to the Writer Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein. Writer may 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 Palmyra. Sections 6, 7, 8, 9 and 11 shall survive the termination of this Agreement.

11. Governing Law

This Agreement will be governed and construed under the laws of the State of California without regard to choice of law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The courts of California shall have exclusive jurisdiction of any dispute arising out of this Agreement.