Prefect Community License 1.0
Effective Date: March 24, 2020
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
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:
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
This Agreement will continue unless and until earlier terminated as set forth herein.
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).
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.
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.
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.
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.