LICENCE

# CIRCLE TEXT SOFTWARE LICENSE
## TERMS AND CONDITIONS

Copyright (c) 2025 Circle Company LTDA

Version 1.0, May 2025

## DEFINITIONS

For the purposes of this License:

- "Software" refers to the Circle Text, including source code, configuration files, documentation, user interfaces, APIs, libraries, media files, and any other components included in the repository.
- "Licensor" refers to Circle Company LTDA and its legal representatives.
- "Licensee" or "You" refers to any individual or legal entity that uses, copies, modifies, or distributes the Software.
- "Commercial Use" refers to any use of the Software with the intention of obtaining commercial advantage or monetary compensation, directly or indirectly.
- "Contribution" refers to any original work of authorship, including modifications or additions to the Software, submitted to the Licensor for inclusion in the Software.

## LICENSE GRANT

Subject to the terms and conditions of this License, the Licensor grants You a worldwide, non-exclusive, non-transferable, revocable, royalty-free license to use, copy, modify, merge, publish, and distribute copies of the Software, subject to the following conditions:

### 1. COPYRIGHT NOTICE

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software, in a visible and unaltered form.

### 2. COMMERCIAL USE RESTRICTION

Commercial Use of this Software is strictly prohibited without express written authorization from the Licensor. Commercial Use includes, but is not limited to:

a) Selling or offering the Software for sale, directly or indirectly;
b) Licensing, sublicensing, or distributing the Software as part of a commercial offering;
c) Incorporating the Software, in whole or in part, into any product, service, or system for which compensation is received;
d) Using the Software in any business application or corporate environment for commercial purposes;
e) Providing hosting services, SaaS (Software as a Service), PaaS (Platform as a Service), or similar offerings that include the Software;
f) Using the Software to develop commercial applications or services that compete with the Licensor;
g) Using the Software in marketing campaigns, advertising, or promotion of any commercial product or service;
h) Using the name, brand, logo, or visual identity of the Licensor or the Software in any commercial promotion without prior written authorization.

### 3. NON-COMMERCIAL USE PERMITTED

The Software may be used, copied, modified, merged, published, and distributed for non-commercial purposes, including research, personal use, academic purposes, and open collaboration, provided that all copies include this license and the copyright notice.

Permitted non-commercial uses include:

a) Personal use for learning purposes and skill development;
b) Educational use in non-profit educational institutions;
c) Use in academic or scientific research projects;
d) Use in non-profit organizations or non-governmental organizations for their non-commercial activities;
e) Contributions to the development of the Software in an open-source regime.

### 4. CONTRIBUTIONS

Any Contributions intentionally submitted for inclusion in the Software shall be subject to the terms and conditions of this License, without any additional terms or conditions.

By submitting a Contribution, You confirm that:

a) The Contribution is Your original work or You have the necessary rights to submit the Contribution under the terms of this License;
b) You grant the Licensor a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, display, perform, sublicense, and distribute the Contribution;
c) You are not aware of any third-party claims alleging that the Contribution infringes intellectual property rights.

### 5. REDISTRIBUTION

When redistributing the Software, in whole or in part, You must:

a) Include a complete copy of this License;
b) Keep intact all copyright, patent, trademark, and attribution notices;
c) Include a prominent statement indicating the modifications made, if applicable;
d) Not use the name, logo, or trademarks of the Licensor to endorse or promote products derived from this Software without specific prior written permission.

### 6. DISCLAIMER OF WARRANTY

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.

### 7. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

### 8. INDEMNIFICATION

You agree to indemnify and hold harmless the Licensor and its directors, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your use or distribution of the Software, including, but not limited to:

a) Any breach of this License;
b) Any unauthorized modification, alteration, or use of the Software;
c) Any claim that your use of the Software infringes or violates the intellectual property rights of any third party.

### 9. TRADEMARKS

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

The names "Circle Text", "Circle Company", and any related logos are trademarks of the Licensor and may not be used to endorse or promote products derived from this Software without specific prior written permission.

### 10. EXPORT LAW COMPLIANCE

You agree to comply with all applicable export laws and regulations that apply to the Software.

### 11. TERMINATION

This License and the rights granted hereunder will terminate automatically if You fail to comply with the terms of this License. However, parties who have received copies or rights from You under this License will not have their licenses terminated so long as such parties remain in compliance.

Upon termination, You must destroy all copies of the Software in your possession.

The Licensor reserves the right to publish new versions of this License at any time. New versions will be similar in spirit to the current version but may differ in detail to address new problems or concerns.

### 12. SEVERABILITY

If any provision of this License is held to be invalid or unenforceable, such provision shall be interpreted, limited, or if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability, and the remaining provisions of this License shall remain in full force and effect.

### 13. GOVERNING LAW AND JURISDICTION

This License shall be governed and construed in accordance with the laws of São Paulo, Brazil, excluding its conflict of law provisions. Any litigation arising out of or relating to this License shall be subject to the exclusive jurisdiction of the courts located in São Paulo, São Paulo, Brazil.

### 14. ENTIRE AGREEMENT

This License constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, and representations, whether written or oral.

### 15. LICENSE TRANSFER

This License is personal to You and may not be transferred, assigned, or sublicensed without the prior written consent of the Licensor.

### 16. LICENSE MODIFICATIONS

No modification or waiver of any provision of this License shall be effective unless in writing and signed by the Licensor.

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BY USING OR DISTRIBUTING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE.

For commercial licensing requests, please contact: licensing@circleapp.com.br