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LICENSE.txt
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LICENSE.txt
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LICENSE AGREEMENT
BY DOWNLOADING THE LICENSED SOFTWARE FROM THE DEVELOPMENT PLATFORM, DEVELOPER
IS AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT (THIS "AGREEMENT").
THEREFORE, IT IS IMPORTANT THAT YOU READ THIS AGREEMENT BEFORE DOWNLOADING THE
SOFTWARE. IF DEVELOPER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN
DEVELOPER MAY NOT DOWNLOAD OR USE THE LICENSED SOFTWARE. IF YOU ARE DOWNLOADING
THIS LICENSED SOFTWARE ON BEHALF OF AN ENTITY OR OTHER PERSON, THEN YOU REPRESENT
THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY OR OTHER PERSON TO THE TERMS OF THIS
AGREEMENT.
This Agreement sets forth the terms and conditions under which the parties agree
that Developer may use the Licensed Software for the non-commercial and
non-production Purpose defined in this Agreement.
NOW, THEREFORE, in consideration of the premises and obligations contained herein,
it is agreed as follows:
1. DEFINITIONS
1.1. "Developer Application" shall mean Developer's actual or potential software
or hardware and related documentation with which the Developer is considering
integrating with the Licensed Software.
1.2. "Developer" shall mean the person or entity downloading the Licensed Software
or on whose behalf the Licensed Software is downloaded.
1.3. "Development Platform" shall mean GitHub (github.com) or other software
development platform identified by Company where the Licensed Software can be
downloaded.
1.4. "Effective Date" shall mean the date that the Licensed Software is downloaded
from the Development Platform.
1.5. "Licensed Software" shall mean the Company proprietary software product, in
both source and object code, that Developer downloads from the Development Platform
that performs a communication function.
1.6. "Purpose" shall mean the effort to integrate the Licensed Software with the
Developer Application(s) for non-commercial and non-production purposes, including,
without limitation, evaluation, research, teaching and training.
1.7. Step Function I/O LLC ("Company") is the developer of the Licensed Software.
2. LICENSE
2.1. Delivery of Licensed Software
The Licensed Software is downloaded from the Development Platform.
2.2. License Grant
Company grants Developer a personal, perpetual, revocable, limited, non-exclusive,
non-sublicensable, non-transferable license to access, use, download and/or install
the Licensed Software only for use in accordance with the Purpose, and subject to
all the terms of this Agreement. Company reserves the right at any time to alter
features or other characteristics of any version of the Licensed Software. Unless
and until the parties enter into a subsequent agreement under Section 2.4 that
provides to the contrary, Developer shall not distribute or sublicense any portion
of the Licensed Software. Developer may not publish or disseminate any benchmarking
results of Licensed Software performance.
2.3. Non-Commercial and Non-Production Use
For clarity, the Purpose excludes commercial use and use in production. Accordingly,
Developer may not use the Licensed Software in any manner that, directly or indirectly,
generates revenue or any other form of compensation or consideration. Additionally, the
Licensed Software may not be used in a production environment and may only be used in
non-production environments such as testing, teaching, training and research/development
environments. A production environment would be where the Licensed Software is operated
by end users and relied upon for organization or commercial operations. If Developer
would like to use the Licensed Software for commercial and production purposes, then
Developer may order such a license from Company in accordance Section 2.4.
2.4. Commercial License
If Developer wants to use the Licensed Software for commercial and production purposes,
then Developer needs to contact Company as provided below. Company has no obligation
to enter into a commercial and production agreement with any Developer.
info@stepfunc.io
OR
https://stepfunc.io/contact
2.5. Company Support
This license does not entitle Developer to receive from Company support, telephone
assistance, or enhancements or updates to the Licensed Software, which Company may
provide in its discretion. Developer may submit tickets and feedback via the Development
Platform. Company will make reasonable efforts to respond to such tickets and feedback,
but has no obligation to do so, and may cancel such support at any time.
3. OWNERSHIP
3.1. Company Retains Title to Licensed Software
Except for the license granted herein, Developer is not granted any
rights to patents, copyrights, trade secrets, trade names, trademarks (whether
registered or unregistered) or any other rights or licenses (the "Intellectual
Property Rights") with respect to the Licensed Software. Company retains all right,
title and ownership interests in the Licensed Software, including, without
limitation, all Intellectual Property Rights therein.
3.2. Feedback
Any feedback provided by Developer pertaining to the Licensed Software shall be
non-confidential and Company may use and exploit such feedback freely, without
any obligation of notice or compensation to Developer.
4. TERM AND TERMINATION
4.1. Term and Termination of Agreement
This Agreement commences on its Effective Date and ends if terminated as
hereinafter provided. This Agreement will automatically terminate if Developer
materially breaches this Agreement, including, without limitation, by a violation
of the non-commercial and non-production use restrictions in Section 2.3.
4.2. Obligations on Termination
All rights and licenses granted under this Agreement to Developer shall terminate
upon termination of this Agreement. Developer shall cease making any use of the
applicable Licensed Software or other material provided by Company in connection
therewith and destroy them and all copies and modifications thereof, and also
including any copies of code embedded in the Developer Application, and any related
materials in its possession. Developer shall certify in writing to Company that no
further use of such Licensed Software or any copies, modifications or other
derivative works of any and all portions thereof is being made by Developer.
4.3. Survival
Any provisions of this Agreement that, in order to fulfill the purposes of such
provisions, need to survive the termination or expiration of this Agreement,
shall be deemed to survive for as long as necessary to fulfill such purposes.
5. WARRANTY DISCLAIMER
THE LICENSED SOFTWARE IS PROVIDED ONLY ON AN "AS IS" BASIS. COMPANY MAKES NO OTHER
EXPRESS WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY
EXCLUDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY OTHER WARRANTY ARISING
BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE.
6. LIMITATIONS OF LIABILITY AND INDEMNITIES
6.1. Limits of Liability
COMPANY SHALL HAVE NO LIABILITY TO DEVELOPER FOR ANY SPECIAL, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO,
LOSS OF PROFITS, REVENUES, DATA AND/OR USE) ARISING OUT OF OR IN CONNECTION
HEREWITH OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE, EVEN IF ADVISED
OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF COMPANY UNDER THIS
AGREEMENT SHALL NOT EXCEED $10. DEVELOPER SHALL NOT BRING ANY CLAIM ARISING
HEREUNDER MORE THAN TWELVE (12) MONTHS AFTER SUCH CLAIM HAS ACCRUED.
6.2. Developer Indemnity
Developer shall indemnify, defend and hold Company harmless from all losses,
costs, liabilities and expenses incurred by Company which arise out of any
claim (except claims that the Licensed Software infringes the intellectual
property of a third party) that arise out of Developer’s acts or omissions
provided (i) Company has notified Developer promptly in writing of any such
claims (provided that any delay shall not reduce Developer’s indemnity obligations
except to the extent that the delay prejudices Developer’s ability to defend the
claim); (ii) Developer shall have sole control of the defense of such claims and
all negotiations for their settlement and compromise; and (iii) Company shall
reasonably cooperate with Developer in the defense or settlement of such claims,
at Developer’s expense.
7. GENERAL
7.1. Entire Agreement
The terms contained herein constitute the entire agreement between the parties
with respect to the subject matter hereof and shall supersede all prior
communications and agreements, either oral or written.
7.2. Equitable Relief
Company may, without limiting its other rights and remedies, be entitled to
equitable relief, including but not limited to injunctive relief for a breach or
anticipated breach of this Agreement.
7.3. Compliance with Laws
Developer shall comply with all applicable law and will obtain all authorizations
required by U.S. export control laws and all related regulations if applicable.
7.4. Governing Law; Jurisdiction
This Agreement shall be governed by the laws of the State of Oregon, excluding its
conflict of law rules. The parties will submit all disputes which arise under this
Agreement to state or federal courts located in Deschutes County, Oregon. The parties
acknowledge that the aforesaid courts will have exclusive jurisdiction over this
Agreement and specifically waive any claims they may have which involve jurisdiction
or venue, including, but not limited to, lack of personal jurisdiction or forum non
conveniens.
7.5. Notices
Notices shall be deemed to have been received upon verified receipt.
7.6. No Waiver
No modification or amendment hereto, nor any waiver of any rights, shall be effective
unless assented to in writing by the party to be charged. The waiver of any breach or
default will not constitute a waiver of (i) any other right or remedy hereunder, or (ii)
any subsequent breach or default.
7.7. Independent Contractors
The parties shall act as independent contractors for all purposes hereunder.
7.8. Separability
If any provision hereof shall be held illegal or unenforceable, such provision shall be
deemed separable from the remaining provisions and shall in no way affect or impair the
validity or enforceability of the remaining provisions.
7.9. Assignment
Developer shall not assign this Agreement, or any right, or delegate any performance
hereunder without Company's prior written consent, and any such action in violation of
the foregoing shall be void. Company may freely assign this Agreement.