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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.