MindOpt Community LICENSE AGREEMENT

Last updated: December 23, 2024

By clicking to agree or by using or distributing any portion or element of the MindOpt Community Materials, you will be deemed to have recognized and accepted the content of this Agreement, which is effective immediately.

Definitions

  1. This MindOpt Community LICENSE AGREEMENT (this "Agreement") shall mean the terms and conditions for use, reproduction, distribution and modification of the Materials as defined by this Agreement.

  2. "We"(or "Us") shall mean Damo Academy.

  3. "You" (or "Your") shall mean a natural person or legal entity exercising the rights granted by this Agreement and/or using the Materials for any purpose and in any field of use.

  4. "Third Parties" shall mean individuals or legal entities that are not under common control with Us or You.

  5. "MindOpt Community" shall mean the efficient optimization solving software that currently supports solving linear programming, mixed-integer linear programming, convex quadratic programming, and semidefinite programming problems.

  6. "Materials" shall mean, collectively, Damo Academy's proprietary MindOpt Community and Documentation (and any portion thereof) made available under this Agreement.

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

  8. "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.

Grant of Rights

You are granted a revocable, non-exclusive, worldwide, non-transferable and royalty-free limited license under Damo Academy's intellectual property or other rights owned by Us embodied in the Materials to use, reproduce, distribute, copy, create derivative works of, and make modifications to the Materials.

Redistribution

You may reproduce and distribute copies of the Materials or derivative works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

  1. You shall give any other recipients of the Materials or derivative works a copy of this Agreement;

  2. You shall cause any modified files to carry prominent notices stating that You changed the files;

  3. You shall retain in all copies of the Materials that You distribute the following attribution notices within a "Notice" text file distributed as a part of such copies: "MindOpt Community is licensed under the MindOpt Community LICENSE AGREEMENT, Copyright (c) Damo Academy. All Rights Reserved."; and

  4. You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such derivative works as a whole, provided Your use, reproduction, and distribution of the work otherwise complies with the terms and conditions of this Agreement.

Restrictions

  1. If you are commercially using the Materials, You shall request a license from Us. You cannot exercise your rights under this Agreement without our express authorization.

  2. You agree not to, and You will not permit others to:

    • Modify, make derivative works of, disassemble, decrypt, reverse compile, or reverse engineer any part of the Application.

    • Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of MindOpt or its affiliates, partners, suppliers, or licensors.

    • Use results generated from the Application for commercial purposes without appropriate licensing.

Rules of use

  1. The Materials may be subject to export controls or restrictions in China, the United States or other countries or regions. You shall comply with applicable laws and regulations in your use of the Materials.

  2. You can not use the Materials or any output therefrom to improve any other optimization solving model (excluding MindOpt Community or derivative works thereof).

  3. We may collect certain technical information about computing jobs you run using MindOpt Community. You hereby authorize us to collect such information, including but not limited to execution environment, model summary, solving process, solution summary and option settings generated by computing jobs and services.

  4. You can not use our service without connecting with network.

Intellectual Property

  1. We retain ownership of all intellectual property rights in and to the Materials and derivatives made by or for Us. Conditioned upon compliance with the terms and conditions of this Agreement, with respect to any derivative works and modifications of the Materials that are made by you, you are and will be the owner of such derivative works and modifications.

  2. No trademark license is granted to use the trade names, trademarks, service marks, or product names of Us, except as required to fulfill notice requirements under this Agreement or as required for reasonable and customary use in describing and redistributing the Materials.

  3. If you commence a lawsuit or other proceedings (including a cross-claim or counterclaim in a lawsuit) against Us or any entity alleging that the Materials or any output therefrom, or any part of the foregoing, infringe any intellectual property or other right owned or licensable by you, then all licenses granted to you under this Agreement shall terminate as of the date such lawsuit or other proceeding is commenced or brought.

Disclaimer of Warranty and Limitation of Liability

  1. We are not obligated to support, update, provide training for, or develop any further version of the MindOpt Community Model or to grant any license thereto.

  2. THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY AND ASSUME NO RESPONSIBILITY FOR THE SAFETY OR STABILITY OF THE MATERIALS AND ANY OUTPUT THEREFROM.

  3. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE THE MATERIALS OR ANY OUTPUT OF IT, NO MATTER HOW IT’S CAUSED.

  4. You will indemnify and hold harmless Us from and against any claim by any third party arising out of or related to your use or distribution of the Materials.

Survival and Termination

  1. The term of this Agreement shall commence upon your acceptance of this Agreement or access to the Materials and will continue in full force and effect until terminated in accordance with the terms and conditions herein.

  2. We may terminate this Agreement if you breach any of the terms or conditions of this Agreement. Upon termination of this Agreement, you must delete and cease use of the Materials. Sections 7 and 9 shall survive the termination of this Agreement.

Governing Law and Jurisdiction

  1. This Agreement and any dispute arising out of or relating to it will be governed by the laws of China, without regard to conflict of law principles, and the UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

  2. The People's Courts in Hangzhou City shall have exclusive jurisdiction over any dispute arising out of this Agreement.

Benchmark Testing and Disclosure

You may disclose the results of any benchmark tests of the Materials (as defined in this Agreement) or their subcomponents to any third party only if all of the following conditions are met:

  1. You must publicly disclose the complete methodology used in the benchmark test, including, but not limited to, all hardware and software configurations, installation procedures, configuration files, and any custom test sets or modifications. The benchmark must be conducted in an open, fair manner. This includes establishing and publicly announcing a “freeze date” at least thirty (30) days prior to the start of the test period. During this test period, you may not selectively update the Materials or test problems to target specific software tested or exploit newly identified weaknesses. Any changes to the setup or testing methodology after the freeze date are prohibited. All software tested, including MindOpt and any others, must be publicly available at the time of testing.

  2. You must use the latest generally available version of MindOpt and follow all documented tuning guidelines and best practices, including the use of any provided tuning tools.

  3. You must follow any and all performance tuning, configuration, and best practice guidance provided in the official documentation for the Materials, as well as any guidelines or automated tuning tools (such as the MindOpt Tuner) that we make available either offline or online in the cloud. The purpose of this requirement is to ensure that the Materials are tested under conditions that reflect their intended optimal use.

If you publish the results of any benchmark tests for the Materials, then notwithstanding any other provision of this Agreement, We (and our affiliates and licensors) shall have the right to publish the results of benchmark tests with respect to your products.

Notwithstanding the foregoing, if any portion of the Materials is subject to additional written restrictions communicated by Us, you may not publish the results of benchmark tests involving that restricted portion without our prior written permission.

Future Modifications Clause

If the Agreement is updated, we will notify you via emails and messages displayed in the MindOpt output log. To ensure timely notifications, please keep your contact information up to date with us. Alternatively, you can review the updated Agreement directly through the message displayed in the MindOpt output log. The updates will take effect on the date specified in the notice. If you do not agree with the updated terms, you have the right to discontinue using the relevant services. By continuing to use the services after the updates take effect, you are deemed to have fully read, understood, and accepted the updated Agreement and agree to be bound by its terms.