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| 1 | +Pipedream Source Available License Version 1.0 |
| 2 | + |
| 3 | +This Pipedream Source Available License Agreement Version 1.0 (this |
| 4 | +“Agreement”) sets forth the terms on which Pipedream, Inc., a Delaware |
| 5 | +corporation (“Pipedream”) makes available certain software (the |
| 6 | +“Software”). By installing, downloading, accessing, using or |
| 7 | +distributing the Software, you agree to the terms of this |
| 8 | +Agreement. If you do not agree to such terms, you must not use the |
| 9 | +Software. If you are receiving the Software on behalf of a legal |
| 10 | +entity, you represent and warrant that you have the actual authority |
| 11 | +to agree to the terms and conditions of this Agreement on behalf of |
| 12 | +such entity. “Licensee” means you, an individual, or the entity on |
| 13 | +whose behalf you are receiving the Software. |
| 14 | + |
| 15 | +LICENSE GRANT AND CONDITIONS. |
| 16 | + |
| 17 | +1.1 License. Subject to the terms and conditions of this Agreement, |
| 18 | +Pipedream hereby grants to Licensee a non-exclusive, royalty-free, |
| 19 | +worldwide, non-transferable, non-sublicenseable license during the |
| 20 | +term of this Agreement to use, prepare modifications and derivative |
| 21 | +works, distribute (including without limitation in source code or |
| 22 | +object code form) and reproduce copies of the Software (the |
| 23 | +“License”). Licensee is not granted the right to, and Licensee shall |
| 24 | +not, exercise the License for an Excluded Purpose. For purposes of |
| 25 | +this Agreement, “Excluded Purpose” means any commercial use of the |
| 26 | +software including, but not limited to, making available any |
| 27 | +software-as-a-service, platform-as-a-service, |
| 28 | +infrastructure-as-a-service or other online service that competes with |
| 29 | +the Software or any other Pipedream products or services. |
| 30 | + |
| 31 | +1.2 Conditions. In consideration of the License, Licensee’s |
| 32 | +distribution of the Software is subject to the following conditions: |
| 33 | + |
| 34 | +a. Licensee must cause any Software modified by Licensee to carry |
| 35 | +prominent notices stating that Licensee modified the Software. |
| 36 | + |
| 37 | +b. On each Software copy, Licensee shall reproduce and not remove or |
| 38 | +alter all Pipedream or third party copyright or other proprietary |
| 39 | +notices contained in the Software, and Licensee must provide this with |
| 40 | +each copy: “This software is made available by Pipedream, Inc., under |
| 41 | +the terms of the Pipedream Source Available License, Version 1.0 |
| 42 | +located at |
| 43 | +https://github.com/PipedreamHQ/pipedream/blob/master/LICENSE. By |
| 44 | +installing, downloading, accessing, using or distributing the |
| 45 | +Software, you agree to the terms of such License Agreement.” |
| 46 | + |
| 47 | +1.3 Modifications. Licensee may add its own copyright notices to |
| 48 | +modifications made by Licensee and may provide additional or different |
| 49 | +license terms and conditions for use, reproduction, or distribution of |
| 50 | +Licensee’s modifications. While redistributing the Software or |
| 51 | +modifications thereof, Licensee may choose to offer, for a fee or free |
| 52 | +of charge, support, warranty, indemnity, or other |
| 53 | +obligations. Licensee, and not Pipedream, will be responsible for any |
| 54 | +such obligations. |
| 55 | + |
| 56 | +1.4 No Sublicensing. The License does not include the right to |
| 57 | +sublicense the Software; provided, however, that any recipient to |
| 58 | +which Licensee provides the Software may exercise the License so long |
| 59 | +as such recipient agrees to the terms and conditions of this |
| 60 | +Agreement. |
| 61 | + |
| 62 | +TERM AND TERMINATION. |
| 63 | + |
| 64 | +This Agreement will continue unless and until earlier terminated as |
| 65 | +set forth herein. If Licensee breaches any of its conditions or |
| 66 | +obligations under this Agreement, this Agreement will terminate |
| 67 | +automatically and the License will terminate automatically and |
| 68 | +permanently. |
| 69 | + |
| 70 | +INTELLECTUAL PROPERTY. |
| 71 | + |
| 72 | +As between the parties, Pipedream retains all right, title, and |
| 73 | +interest in the Software, and all intellectual property rights |
| 74 | +therein. Pipedream hereby reserves all rights not expressly granted to |
| 75 | +Licensee in this Agreement. Pipedream reserves all rights in its |
| 76 | +trademarks and service marks, and no licenses thereto are granted by |
| 77 | +this Agreement. |
| 78 | + |
| 79 | +DISCLAIMER. |
| 80 | + |
| 81 | +PIPEDREAM HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, |
| 82 | +EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS |
| 83 | +ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, |
| 84 | +WITH RESPECT TO THE SOFTWARE. |
| 85 | + |
| 86 | +LIMITATION OF LIABILITY. |
| 87 | + |
| 88 | +PIPEDREAM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING |
| 89 | +BUT NOT LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, |
| 90 | +INCIDENTAL, INDIRECT, OR DIRECT DAMAGES, HOWEVER CAUSED AND ON ANY |
| 91 | +THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THE FOREGOING |
| 92 | +SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. |
| 93 | + |
| 94 | +GENERAL. |
| 95 | + |
| 96 | +6.1 Governing Law. This Agreement will be governed by and interpreted |
| 97 | +in accordance with the laws of the state of California, without |
| 98 | +reference to its conflict of laws principles. If Licensee is located |
| 99 | +outside of the United States, any dispute, controversy or claim |
| 100 | +arising out of or relating to this Agreement will be referred to and |
| 101 | +finally determined by arbitration in accordance with the JAMS |
| 102 | +International Arbitration Rules. The tribunal will consist of one |
| 103 | +arbitrator. Judgment upon the award rendered by the arbitrator may be |
| 104 | +entered in any court having jurisdiction thereof. All disputes |
| 105 | +including arbitrations shall take place in Santa Clara County, |
| 106 | +California. The language to be used in any such proceedings shall be |
| 107 | +English. |
| 108 | + |
| 109 | +6.2. Assignment. Licensee is not authorized to assign its rights |
| 110 | +under this Agreement to any third party. Pipedream may freely assign |
| 111 | +its rights under this Agreement to any third party. |
| 112 | + |
| 113 | +6.3. Other. This Agreement is the entire agreement between the |
| 114 | +parties regarding the subject matter hereof. No amendment or |
| 115 | +modification of this Agreement will be valid or binding upon the |
| 116 | +parties unless made in writing and signed by the duly authorized |
| 117 | +representatives of both parties. In the event that any provision, |
| 118 | +including without limitation any condition, of this Agreement is held |
| 119 | +to be unenforceable, this Agreement and all licenses and rights |
| 120 | +granted hereunder will immediately terminate. Waiver by Pipedream of a |
| 121 | +breach of any provision of this Agreement or the failure by Pipedream |
| 122 | +to exercise any right hereunder will not be construed as a waiver of |
| 123 | +any subsequent breach of that right or as a waiver of any other right. |
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