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LICENSE
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Prefect Community License
Version 1.0
A copy of this license may be found at
https://www.prefect.io/legal/prefect-community-license
The Prefect Community License (this “Agreement”) sets forth the terms on which
Prefect Technologies, Inc. (“Prefect”) makes available Prefect source code
through one or more files each within a directory or containing a header stating
the contents are subject to Prefect copyright (the “Software”). BY INSTALLING,
DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE, YOU AGREE TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO SUCH TERMS
AND CONDITIONS, YOU MUST NOT USE THE SOFTWARE. IF YOU ARE RECEIVING THE
SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE
THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON
BEHALF OF SUCH ENTITY. “Licensee” as used herein means you, an individual, or
the entity on behalf of whom you are receiving the Software.
1. LICENSE GRANT AND LIMITATIONS
A. License. Provided that Licensee remains in compliance with the terms and
conditions that are set forth in this Agreement, Prefect grants you the
following limited, revocable, non-exclusive, non-transferrable,
non-sublicensable, worldwide license during the term of this Agreement to (a)
only use the Software internally; (b) prepare modifications and derivative
works of the Software; (c) distribute the Software (including without
limitation in source code or object code form); and (d) reproduce copies of
the Software (the “License”).
B. Limitations on License Grant. In consideration of the rights granted
herein by this Agreement, Licensee’s distribution of the Software is subject
to the following conditions:
i. Licensee is not granted the right to, and Licensee shall not, exercise
the License for an Excluded Purpose. For purposes of this Agreement,
“Excluded Purpose” includes, but is not limited to, using the Software, or
any derivative works thereof, to make available any software-as-a-service,
platform-as-a-service, infrastructure-as-a-service or other similar
service that competes with Prefect products or services.
ii. Licensee must cause any Software modified by Licensee to carry
prominent notices stating that Licensee modified the Software; and
iii. On any copy of the Software distributed by the Licensee, Licensee
shall reproduce and not remove or alter all Prefect or third-party
copyright or other notices contained in the Software, and Licensee must
provide the following notice with any copy:
“This software is made available by Prefect Technologies, Inc.,
under the terms of the Prefect Community License Agreement located
at https://www.prefect.io/legal/prefect-community-license . BY
INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE
SOFTWARE, YOU AGREE TO THE TERMS OF SUCH LICENSE AGREEMENT.”
C. Modifications. Licensee may add its own copyright notices to
modifications made by Licensee and may provide additional or different
license terms and conditions for use, reproduction, or distribution of
Licensee’s modifications. While redistributing the Software or modifications
thereof, Licensee may choose to offer, for a fee or free of charge, support,
warranty, indemnity, or other obligations. Licensee, and not Prefect, will
be solely responsible for any such obligations.
D. No Sublicense. The License does not include any right to sublicense the
Software. Each recipient to which Licensee provides the Software, however,
may exercise the License so long as such recipient agrees to the terms and
conditions of this Agreement.
2. TERM AND TERMINATION
A. Term. This Agreement will continue unless and until earlier terminated as
set forth herein.
B. Termination. If Licensee breaches any of the conditions or obligations
set forth under this Agreement, this Agreement shall automatically terminate,
and the License rights granted therein shall be automatically and permanently
revoked.
3. INTELLECTUAL PROPERTY
As between the parties, Prefect retains all right, title, and interest in the
Software, and all intellectual property rights contained therein, regardless of
whether such intellectual property rights are registered or unregistered.
Prefect hereby similarly reserves all rights in its trademarks and service
marks, and all goodwill developed therefrom shall inure to the benefit of
Prefect; no licenses therein are granted by way of this Agreement. Prefect
hereby reserves all rights not expressly granted to Licensee by way of this
Agreement.
4. DISCLAIMER OF WARRANTIES
EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, THE SOFTWARE AND ANY MATERIALS ARE
PROVIDED “AS IS”. PREFECT AND ANY THIRD-PARTY PROVIDERS SPECIFICALLY DISCLAIM,
WITHOUT LIMITATION, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THOSE WARRANTIES ARISING
FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. EXCEPT AS
EXPRESSLY PROVIDED HEREIN, PREFECT MAKES NO REPRESENTATION OR WARRANTY (I) AS TO
THE SOFTWARE; (II) AS TO THE RESULTS TO BE ATTAINED BY LICENSEE OR ANY THIRD
PARTY FROM THE SOFTWARE; (III) AS TO THE LIFE OF ANY URL USED BY THE SOFTWARE;
OR (IV) THAT ALL USES THAT CAN BE MADE OF THE SOFTWARE COMPLY WITH APPLICABLE
LAW; RATHER, IT IS LICENSEE’S RESPONSIBILITY TO CONFORM ITS USE OF THE SOFTWARE
WITH THE LAW. LICENSEE ACKNOWLEDGES THAT CERTAIN SOFTWARE AND EQUIPMENT USED BY
IT MAY NOT BE CAPABLE OF SUPPORTING CERTAIN FEATURES OF THE SOFTWARE. EACH PARTY
HERETO HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATIONS OR
WARRANTIES MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
5. LIMITATIONS ON LIABILITY
EXCEPT FOR A BREACH OF SECTION 6 AND REGARDLESS OF THE FORM OF ACTION, IN NO
EVENT WILL EITHER PARTY (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS,
MANAGERS OR AGENTS) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS,
LOST DATA, BUSINESS INTERRUPTION, LOSS OF REPUTATION OR COSTS OF SUBSTITUTE
SERVICES) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE ARISING OUT OF OR
RELATING TO THE SOFTWARE, THIS AGREEMENT OR ITS TERMINATION, EVEN IF ADVISED OF
THE POSSIBILITY THEREOF. FURTHER, PREFECT SHALL NOT BE LIABLE (AND ITS OFFICERS,
DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES AND AGENTS, AND AFFILIATES THEREOF) TO
LICENSEE FOR DAMAGES FOR ANY CAUSE WHATSOEVER NOTWITHSTANDING THE FORM OF SUCH
CLAIMS (INCLUDING NEGLIGENCE).
6. MISCELLANEOUS
A. Governing law and venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts
to be performed entirely within Delaware. Any action or proceeding to enforce
or arising out of this Agreement shall be commenced in the state and federal
courts located in Delaware. The parties hereto consent to the exclusive
jurisdiction of such courts, agree that venue will be proper in such courts
and waive any objections based upon forum non conveniens. The choice of
forum set forth in this Section 7 will not be deemed to preclude the
enforcement of any judgment obtained in such forum or the taking of any
action under this Agreement to enforce such judgment in any other
jurisdiction.
B. Export Control Restrictions. Licensee warrants that its use of the
Software shall comply with all export control laws of the United States and
Licensee agrees to indemnify, defend and hold Prefect harmless from any
liability, claim, loss or expense suffered or incurred by Prefect as a result
of a breach of this warranty.
C. Assignment. This Agreement shall be binding upon Licensee’s successors and
permitted assigns; neither this Agreement nor any right or obligation arising
under it may be assigned, licensed, sublicensed, sold, mortgaged, pledged or
otherwise disposed of (collectively, a “disposition”) by Licensee without the
prior written consent of Prefect, and any attempted disposition shall be null
and void. Prefect may freely assign its rights under this Agreement to any
third party.
D. Entire Agreement; Modifications; No Waiver. This Agreement constitutes
the entire Agreement of the parties with respect to the subject matter
hereof, supersedes any and all existing agreements relating to the subject
matter hereof, and may not be modified or amended except by a written
instrument signed by both parties. No failure or delay in exercising any
right, power or remedy under the Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any right under this Agreement
preclude any other or further exercise thereof or the exercise of any other
right.
E. Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall apply only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be reformed, construed and
enforced to the fullest extent as if any such illegal, invalid or
unenforceable provision were not contained herein.
F. Survival. The obligations under Sections 3 and 6.B, as well as any other
provision that by its nature is intended to survive, shall survive the
termination or expiration of this Agreement.