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| SOURCE CODE LICENSE AGREEMENT | ||
| Copyright (c) 2015-2020, Stream.io Inc, and individual contributors. | ||
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| IMPORTANT - READ THIS CAREFULLY BEFORE DOWNLOADING, INSTALLING, USING OR | ||
| ELECTRONICALLY ACCESSING THIS PROPRIETARY PRODUCT. | ||
| All rights reserved. | ||
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| THIS IS A LEGAL AGREEMENT BETWEEN STREAM.IO, INC. (“STREAM.IO”) AND THE | ||
| BUSINESS ENTITY OR PERSON FOR WHOM YOU (“YOU”) ARE ACTING (“CUSTOMER”) AS THE | ||
| LICENSEE OF THE PROPRIETARY SOFTWARE INTO WHICH THIS AGREEMENT HAS BEEN | ||
| INCLUDED (THE “AGREEMENT”). YOU AGREE THAT YOU ARE THE CUSTOMER, OR YOU ARE AN | ||
| EMPLOYEE OR AGENT OF CUSTOMER AND ARE ENTERING INTO THIS AGREEMENT FOR LICENSE | ||
| OF THE SOFTWARE BY CUSTOMER FOR CUSTOMER’S BUSINESS PURPOSES AS DESCRIBED IN | ||
| AND IN ACCORDANCE WITH THIS AGREEMENT. YOU HEREBY AGREE THAT YOU ENTER INTO | ||
| THIS AGREEMENT ON BEHALF OF CUSTOMER AND THAT YOU HAVE THE AUTHORITY TO BIND | ||
| CUSTOMER TO THIS AGREEMENT. | ||
| Redistribution and use in source and binary forms, with or without modification, are permitted | ||
| provided that the following conditions are met: | ||
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| STREAM.IO IS WILLING TO LICENSE THE SOFTWARE TO CUSTOMER ONLY ON THE FOLLOWING | ||
| CONDITIONS: (1) YOU ARE A CURRENT CUSTOMER OF STREAM.IO; (2) YOU ARE NOT A | ||
| COMPETITOR OF STREAM.IO; AND (3) THAT YOU ACCEPT ALL THE TERMS IN THIS | ||
| AGREEMENT. BY DOWNLOADING, INSTALLING, CONFIGURING, ACCESSING OR OTHERWISE | ||
| USING THE SOFTWARE, INCLUDING ANY UPDATES, UPGRADES, OR NEWER VERSIONS, YOU | ||
| REPRESENT, WARRANT AND ACKNOWLEDGE THAT (A) CUSTOMER IS A CURRENT CUSTOMER OF | ||
| STREAM.IO; (B) CUSTOMER IS NOT A COMPETITOR OF STREAM.IO; AND THAT (C) YOU HAVE | ||
| READ THIS AGREEMENT, UNDERSTAND THIS AGREEMENT, AND THAT CUSTOMER AGREES TO BE | ||
| BOUND BY ALL THE TERMS OF THIS AGREEMENT. | ||
| 1. Redistributions of source code must retain the above copyright notice, this list of | ||
| conditions and the following disclaimer. | ||
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| IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, | ||
| STREAM.IO IS UNWILLING TO LICENSE THE SOFTWARE TO CUSTOMER, AND THEREFORE, DO | ||
| NOT COMPLETE THE DOWNLOAD PROCESS, ACCESS OR OTHERWISE USE THE SOFTWARE, AND | ||
| CUSTOMER SHOULD IMMEDIATELY RETURN THE SOFTWARE AND CEASE ANY USE OF THE | ||
| SOFTWARE. | ||
| 2. Redistributions in binary form must reproduce the above copyright notice, this list of | ||
| conditions and the following disclaimer in the documentation and/or other materials | ||
| provided with the distribution. | ||
|
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| 1. SOFTWARE. The Stream.io software accompanying this Agreement, may include | ||
| Source Code, Executable Object Code, associated media, printed materials and | ||
| documentation (collectively, the “Software”). The Software also includes any | ||
| updates or upgrades to or new versions of the original Software, if and when | ||
| made available to you by Stream.io. “Source Code” means computer programming | ||
| code in human readable form that is not suitable for machine execution without | ||
| the intervening steps of interpretation or compilation. “Executable Object | ||
| Code" means the computer programming code in any other form than Source Code | ||
| that is not readily perceivable by humans and suitable for machine execution | ||
| without the intervening steps of interpretation or compilation. “Site” means a | ||
| Customer location controlled by Customer. “Authorized User” means any employee | ||
| or contractor of Customer working at the Site, who has signed a written | ||
| confidentiality agreement with Customer or is otherwise bound in writing by | ||
| confidentiality and use obligations at least as restrictive as those imposed | ||
| under this Agreement. | ||
| 3. Neither the name of the copyright holder nor the names of its contributors may | ||
| be used to endorse or promote products derived from this software without specific prior | ||
| written permission. | ||
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| 2. LICENSE GRANT. Subject to the terms and conditions of this Agreement, in | ||
| consideration for the representations, warranties, and covenants made by | ||
| Customer in this Agreement, Stream.io grants to Customer, during the term of | ||
| this Agreement, a personal, non-exclusive, non-transferable, non-sublicensable | ||
| license to: | ||
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| a. install and use Software Source Code on password protected computers at a Site, | ||
| restricted to Authorized Users; | ||
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| b. create derivative works, improvements (whether or not patentable), extensions | ||
| and other modifications to the Software Source Code (“Modifications”) to build | ||
| unique scalable newsfeeds, activity streams, and in-app messaging via Stream’s | ||
| application program interface (“API”); | ||
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| c. compile the Software Source Code to create Executable Object Code versions of | ||
| the Software Source Code and Modifications to build such newsfeeds, activity | ||
| streams, and in-app messaging via the API; | ||
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| d. install, execute and use such Executable Object Code versions solely for | ||
| Customer’s internal business use (including development of websites through | ||
| which data generated by Stream services will be streamed (“Apps”)); | ||
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| e. use and distribute such Executable Object Code as part of Customer’s Apps; and | ||
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| f. make electronic copies of the Software and Modifications as required for backup | ||
| or archival purposes. | ||
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| 3. RESTRICTIONS. Customer is responsible for all activities that occur in | ||
| connection with the Software. Customer will not, and will not attempt to: (a) | ||
| sublicense or transfer the Software or any Source Code related to the Software | ||
| or any of Customer’s rights under this Agreement, except as otherwise provided | ||
| in this Agreement, (b) use the Software Source Code for the benefit of a third | ||
| party or to operate a service; (c) allow any third party to access or use the | ||
| Software Source Code; (d) sublicense or distribute the Software Source Code or | ||
| any Modifications in Source Code or other derivative works based on any part of | ||
| the Software Source Code; (e) use the Software in any manner that competes with | ||
| Stream.io or its business; or (e) otherwise use the Software in any manner that | ||
| exceeds the scope of use permitted in this Agreement. Customer shall use the | ||
| Software in compliance with any accompanying documentation any laws applicable | ||
| to Customer. | ||
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| 4. OPEN SOURCE. Customer and its Authorized Users shall not use any software or | ||
| software components that are open source in conjunction with the Software | ||
| Source Code or any Modifications in Source Code or in any way that could | ||
| subject the Software to any open source licenses. | ||
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| 5. CONTRACTORS. Under the rights granted to Customer under this Agreement, | ||
| Customer may permit its employees, contractors, and agencies of Customer to | ||
| become Authorized Users to exercise the rights to the Software granted to | ||
| Customer in accordance with this Agreement solely on behalf of Customer to | ||
| provide services to Customer; provided that Customer shall be liable for the | ||
| acts and omissions of all Authorized Users to the extent any of such acts or | ||
| omissions, if performed by Customer, would constitute a breach of, or otherwise | ||
| give rise to liability to Customer under, this Agreement. Customer shall not | ||
| and shall not permit any Authorized User to use the Software except as | ||
| expressly permitted in this Agreement. | ||
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| 6. COMPETITIVE PRODUCT DEVELOPMENT. Customer shall not use the Software in any way | ||
| to engage in the development of products or services which could be reasonably | ||
| construed to provide a complete or partial functional or commercial alternative | ||
| to Stream.io’s products or services (a “Competitive Product”). Customer shall | ||
| ensure that there is no direct or indirect use of, or sharing of, Software | ||
| source code, or other information based upon or derived from the Software to | ||
| develop such products or services. Without derogating from the generality of | ||
| the foregoing, development of Competitive Products shall include having direct | ||
| or indirect access to, supervising, consulting or assisting in the development | ||
| of, or producing any specifications, documentation, object code or source code | ||
| for, all or part of a Competitive Product. | ||
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| 7. LIMITATION ON MODIFICATIONS. Notwithstanding any provision in this Agreement, | ||
| Modifications may only be created and used by Customer as permitted by this | ||
| Agreement and Modification Source Code may not be distributed to third parties. | ||
| Customer will not assert against Stream.io, its affiliates, or their customers, | ||
| direct or indirect, agents and contractors, in any way, any patent rights that | ||
| Customer may obtain relating to any Modifications for Stream.io, its | ||
| affiliates’, or their customers’, direct or indirect, agents’ and contractors’ | ||
| manufacture, use, import, offer for sale or sale of any Stream.io products or | ||
| services. | ||
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| 8. DELIVERY AND ACCEPTANCE. The Software will be delivered electronically pursuant | ||
| to Stream.io standard download procedures. The Software is deemed accepted upon | ||
| delivery. | ||
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| 9. IMPLEMENTATION AND SUPPORT. Stream.io has no obligation under this Agreement to | ||
| provide any support or consultation concerning the Software. | ||
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| 10. TERM AND TERMINATION. The term of this Agreement begins when the Software is | ||
| downloaded or accessed and shall continue until terminated. Either party may | ||
| terminate this Agreement upon written notice. This Agreement shall | ||
| automatically terminate if Customer is or becomes a competitor of Stream.io or | ||
| makes or sells any Competitive Products. Upon termination of this Agreement for | ||
| any reason, (a) all rights granted to Customer in this Agreement immediately | ||
| cease to exist, (b) Customer must promptly discontinue all use of the Software | ||
| and return to Stream.io or destroy all copies of the Software in Customer’s | ||
| possession or control. Any continued use of the Software by Customer or attempt | ||
| by Customer to exercise any rights under this Agreement after this Agreement | ||
| has terminated shall be considered copyright infringement and subject Customer | ||
| to applicable remedies for copyright infringement. Sections 2, 5, 6, 8 and 9 | ||
| shall survive expiration or termination of this Agreement for any reason. | ||
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| 11. OWNERSHIP. As between the parties, the Software and all worldwide intellectual | ||
| property rights and proprietary rights relating thereto or embodied therein, | ||
| are the exclusive property of Stream.io and its suppliers. Stream.io and its | ||
| suppliers reserve all rights in and to the Software not expressly granted to | ||
| Customer in this Agreement, and no other licenses or rights are granted by | ||
| implication, estoppel or otherwise. | ||
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| 12. WARRANTY DISCLAIMER. USE OF THIS SOFTWARE IS ENTIRELY AT YOURS AND CUSTOMER’S | ||
| OWN RISK. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND | ||
| WHATSOEVER. STREAM.IO DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY WARRANTY OF ANY | ||
| KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT | ||
| LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR | ||
| PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, RESULTS, EFFORTS, | ||
| QUALITY OR QUIET ENJOYMENT. STREAM.IO DOES NOT WARRANT THAT THE SOFTWARE IS | ||
| ERROR-FREE, WILL FUNCTION WITHOUT INTERRUPTION, WILL MEET ANY SPECIFIC NEED | ||
| THAT CUSTOMER HAS, THAT ALL DEFECTS WILL BE CORRECTED OR THAT IT IS | ||
| SUFFICIENTLY DOCUMENTED TO BE USABLE BY CUSTOMER. TO THE EXTENT THAT STREAM.IO | ||
| MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND | ||
| DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. | ||
| CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE | ||
| EXPRESS WARRANTIES IN THIS AGREEMENT. | ||
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| 13. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, STREAM.IO’S | ||
| TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE OR | ||
| THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, | ||
| SHALL NOT EXCEED $100. IN NO EVENT WILL STREAM.IO BE LIABLE FOR ANY INDIRECT, | ||
| CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES OF ANY KIND | ||
| WHATSOEVER, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING | ||
| TO THE SOFTWARE EVEN IF STREAM.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH | ||
| DAMAGES. CUSTOMER ACKNOWLEDGES THAT THIS PROVISION REFLECTS THE AGREED UPON | ||
| ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT STREAM.IO WOULD NOT ENTER INTO | ||
| THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. | ||
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| 14. General. Customer may not assign or transfer this Agreement, by operation of | ||
| law or otherwise, or any of its rights under this Agreement (including the | ||
| license rights granted to Customer) to any third party without Stream.io’s | ||
| prior written consent, which consent will not be unreasonably withheld or | ||
| delayed. Stream.io may assign this Agreement, without consent, including, but | ||
| limited to, affiliate or any successor to all or substantially all its business | ||
| or assets to which this Agreement relates, whether by merger, sale of assets, | ||
| sale of stock, reorganization or otherwise. Any attempted assignment or | ||
| transfer in violation of the foregoing will be null and void. Stream.io shall | ||
| not be liable hereunder by reason of any failure or delay in the performance of | ||
| its obligations hereunder for any cause which is beyond the reasonable control. | ||
| All notices, consents, and approvals under this Agreement must be delivered in | ||
| writing by courier, by electronic mail, or by certified or registered mail, | ||
| (postage prepaid and return receipt requested) to the other party at the | ||
| address set forth in the customer agreement between Stream.io and Customer and | ||
| will be effective upon receipt or when delivery is refused. This Agreement will | ||
| be governed by and interpreted in accordance with the laws of the State of | ||
| Colorado, without reference to its choice of laws rules. The United Nations | ||
| Convention on Contracts for the International Sale of Goods does not apply to | ||
| this Agreement. Any action or proceeding arising from or relating to this | ||
| Agreement shall be brought in a federal or state court in Denver, Colorado, and | ||
| each party irrevocably submits to the jurisdiction and venue of any such court | ||
| in any such action or proceeding. All waivers must be in writing. Any waiver or | ||
| failure to enforce any provision of this Agreement on one occasion will not be | ||
| deemed a waiver of any other provision or of such provision on any other | ||
| occasion. If any provision of this Agreement is unenforceable, such provision | ||
| will be changed and interpreted to accomplish the objectives of such provision | ||
| to the greatest extent possible under applicable law and the remaining | ||
| provisions will continue in full force and effect. Customer shall not violate | ||
| any applicable law, rule or regulation, including those regarding the export of | ||
| technical data. The headings of Sections of this Agreement are for convenience | ||
| and are not to be used in interpreting this Agreement. As used in this | ||
| Agreement, the word “including” means “including but not limited to.” This | ||
| Agreement (including all exhibits and attachments) constitutes the entire | ||
| agreement between the parties regarding the subject hereof and supersedes all | ||
| prior or contemporaneous agreements, understandings and communication, whether | ||
| written or oral. This Agreement may be amended only by a written document | ||
| signed by both parties. The terms of any purchase order or similar document | ||
| submitted by Customer to Stream.io will have no effect. | ||
| THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR | ||
| IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY | ||
| AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR | ||
| CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR | ||
| CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR | ||
| SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY | ||
| THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR | ||
| OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE | ||
| POSSIBILITY OF SUCH DAMAGE. |