LICENSE.txt

Orkes Community License Agreement

     PLEASE READ THIS ORKES COMMUNITY LICENSE AGREEMENT (“Agreement”). BY
     DOWNLOADING, INSTALLING, USING OR DISTRIBUTING THE SOFTWARE
     (DEFINED BELOW) (“Software”), YOU AND ANY ENTITY YOU REPRESENT (“Licensee”
     or “you”) AGREE TO BE BOUND BY THIS AGREEMENT WITH ORKES, INC., A
     DELAWARE CORPORATION (“Orkes”). IF AT ANYTIME YOU DO NOT AGREE TO ALL
     OF THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL, USE
     OR DISTRIBUTE THE SOFTWARE AND IMMEDIATELY CEASE ALL USE OF THE
     SOFTWARE.

     By agreeing to this Agreement, you represent that you have full power, capacity and authority to
     accept the terms of this Agreement. If you are accepting the terms of this Agreement on behalf
     of an employer or another entity, you and such employer or other entity represent that you have
     full legal authority to bind such employer or other entity to this Agreement.

     Orkes and Licensee agree to the following terms and conditions:

              Article 1
              Definitions

         1.1    “Conductor Community Software” means the Conductor community
         software, sometimes referred to by the community as Netflix Conductor,
         contributed by the community under an Apache 2.0 license, which has been made
         available at https://github.com/Netflix/conductor.

         1.2     “Intellectual Property Rights” mean all legally protectable proprietary or
         intellectual property rights in the United States, and anywhere in the world, past,
         present and future, including without limitation any patent, copyright, or trade
         secret. For the purposes of this Agreement, Intellectual Property Rights do not
         include trademarks.

         1.3     “Source Code” means software in source code or human readable form.

         1.4    “Source Materials” means those portions of the Software furnished to
         Licensee by Orkes in Source Code.

         1.5    “Software” means the Orkes software licensed under this Agreement as may
         be identified at the following url: https://github.com/orkes-io/licenses/blob/main/community/LICENSE.txt

              Article 2
              License Grant

         2.1     Software License. As of the Effective Date, subject to the terms and
         conditions of this Agreement, including, without limitation, Article 3 (License
         Restrictions and Intellectual Property Rights), Orkes grants Licensee a limited,
         non-exclusive, non-transferable, and non-sublicensable license, to:

          (a)    evaluate the Software in Licensee’s development and testing environments;
          (b)    use the Software internally for Licensee’s internal business purposes;
          (c)    modify and make derivative works of the Software;
          (d)    reproduce the Software; and
          (e)    distribute Software in binary or Source Code form.

         2.2    Conditions to License. The licenses under Article 2 (License Grants) are
         conditioned upon Licensee’s compliance with the terms of this Agreement
         including without limitation Article 3 (License Restrictions and Intellectual
         Property Rights).

         2.3     Third Party Intellectual Property. The Software may use, include or rely on
         third-party software or other Intellectual Property Rights (“Third-Party Intellectual
         Property”). Other than the Conductor Community Software included in the
         Software that is licensed under the Apache 2.0 license, any Third Party Intellectual
         Property that Orkes provides to Licensee is for convenience only, and is not part of
         the Software and is not licensed hereunder. Licensee is solely responsible for
         procuring and complying with, and shall procure and comply with, any necessary
         license rights if Licensee uses any Third-Party Intellectual Property.

              Article 3
              License Restrictions and Intellectual Property Rights

         3.1     Orkes Software Notice. Licensee shall not remove or modify any Orkes or
         third-party copyright or other proprietary notices on the Software. Additionally,
         Licensee shall provide the following notice on each copy of Software:

         THIS SOFTWARE IS MADE AVAILABLE BY ORKES, INC., A DELAWARE
         CORPORATION (“Orkes”) UNDER THE ORKES COMMUNITY LICENSE
         AGREEMENT (“Agreement”). BY DOWNLOADING, INSTALLING, USING
         OR DISTRIBUTING THE SOFTWARE, YOU AND ANY ENTITY YOU
         REPRESENT (“Licensee” or “you”) AGREE TO BE BOUND BY THE ORKES
         COMMUNITY LICENSE AGREEMENT AT ALL TIMES. IF YOU DO NOT
         AGREE TO ALL OF THE TERMS OF THE ORKES COMMUNITY LICENSE
         AGREEMENT AT ANY TIME, THEN DO NOT DOWNLOAD, INSTALL,
         USE OR DISTRIBUTE THE SOFTWARE AND YOU SHALL IMMEDIATELY
         CEASE ANY USE OF THE SOFTWARE.

         3.2      Restrictions. Licensee agrees that Licensee shall not: (i) use the Software
         outside of the scope of the license granted hereunder or in violation of any
         restrictions hereunder; or (ii) export or re-export the Software directly or indirectly
         in violation of the laws of the United States or any other jurisdiction.

         3.3     Competitive Products. Licensee shall not (i) use or provide the Software as
         a service for any third party (including as software-as-a-service, time-sharing or
         service bureau), (ii) otherwise provide the Software to a third party in competition
         with the Software or in competition with Orkes, (iii) use the Software (including
         any Source Materials) to develop any product, technology or service that competes
         with the Software or any Orkes product or service or (iv) allow its personnel who
         have access to the Software to develop any such competitive product, technology or
         service.

         3.4     Open Source Software. Licensee shall not use or combine the Source
         Materials (or the Software) with open-source software or other items in any manner
         which would subject the Software to any additional open source software terms and
         conditions. For clarity, the foregoing does not prohibit Licensee from combining
         and using the Software with Conductor code that is subject only to the Apache 2.0
         license or subject to an Orkes community license.

         3.5    Ownership by Orkes. Orkes retains all Orkes’ Intellectual Property Rights
         covering or embodied in the Software, subject to the limited licenses granted to
         Licensee under this Agreement and any third-party rights in the Software.

         3.6    No Trademark License.       Licensee acquires no right or license to any
         trademarks of Orkes hereunder.

         3.7     No Other Rights. All Intellectual Property Rights of Orkes not expressly
         granted to Licensee in this Agreement are expressly reserved by Orkes. Without
         limitation, Licensee receives no right or license, by implication, estoppel or
         otherwise, to any software, product, technology or Intellectual Property Rights not
         embodied in the Software, even if such other software, technology or Intellectual
         Property Rights are useful or necessary in connection with the Software. Licensee
         agrees not to claim, assert or assist in the claim or assertion of any such license or
         right disclaimed as provided above.

              Article 4
              No Warranty

         THE SOFTWARE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND.
         TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORKES DISCLAIMS ALL
         WARRANTIES, CONDITIONS AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL
         OR WRITTEN) WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT
         LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE.

              Article 5
              Licensee Responsibility

         Licensee, and not Orkes, is solely responsible for any warranties and covenants Licensee makes in
         connection with the Licensee’s products and services as well as the Software and any results thereof, and
         any resulting claims from any customers or other third party. Without limiting the foregoing, Licensee is
         responsible for complying with applicable law in connection with use of the Software and verifying and
         validating the suitability and reliability of the Software for all of Licensee’s use thereof. Further, Licensee
         must take prudent steps to protect against failures when the Software or results thereof is incorporated in a
         system or application, including providing back-up and shut-down mechanisms.

              Article 6
              Limitation of Liability

         6.1  Limitation of Liability. ORKES SHALL NOT BE LIABLE TO LICENSEE
         FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR
         CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST
         PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION, IN ANY
         WAY RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER
         SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE
         FOREGOING. IN NO EVENT SHALL THE TOTAL COLLECTIVE LIABILITY
         OF ORKES FOR ALL CLAIMS HEREUNDER OR IN ANY WAY RELATED TO
         THIS AGREEMENT EXCEED THE GREATER OF (I) THE TWENTY
         PERCENT (20%) OF AGGREGATE AMOUNTS PAID OR OWED BY
         LICENSEE UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12)
         MONTHS OR (II) ONE HUNDRED DOLLARS ($100).

         6.2     Allocation of Risk. The warranty disclaimer and limitations of liability set
         forth in this Agreement shall apply irrespective of any failure of the essential
         purpose of any limited remedy. Licensee acknowledges and agrees that, but for
         these provisions, Orkes would not have made the Software available to Licensee
         under the terms contemplated under this Agreement.

         6.3     Applicable Law. The warranty disclaimer and limitations of liability set
         forth in this Agreement shall not apply to the extent prohibited by law, in which
         case the disclaimer or limitation shall be modified to disclaim and/or limit in
         accordance with applicable law. Without limiting the foregoing, to the extent
         required by law, the foregoing limitations shall not apply to claims due to fraud,
         bodily injury or death.

              Article 7
              Termination

         7.1      Term. This Agreement shall become effective until terminated.

         7.2      Termination. This Agreement shall terminate automatically if Licensee
         materially breaches of this Agreement or any term of this Agreement or if Licensee
         (a) becomes insolvent or bankrupt, (b) dissolves or ceases to conduct business in the
         ordinary course, (c) makes an assignment for the benefit of its creditors, (d)
         commences any insolvency, receivership, bankruptcy or other similar proceeding
         for the settlement of its debts or (e) has commenced against it any insolvency,
         receivership, bankruptcy or other similar proceeding for the settlement of its debts
         that is not dismissed within thirty (30) days after notice of such proceeding.

         7.3     Effect of Termination. If this Agreement is terminated or expires for any
         reason, all rights granted hereunder to Licensee shall terminate, and Licensee shall
         immediately cease all use of the Software. The provisions of Article 1
         (Definitions), Article 3 (License Restrictions and Intellectual Property Rights),
         Article 4 (No Warranty), Article 5 (Limitation of Liability), Article 6 (Term and
         Termination) and Article 7 (Miscellaneous) shall survive termination of this
         Agreement.

              Article 8
              Miscellaneous

         8.1     Relationship of Parties. The Parties to this Agreement are independent
         contractors, and this Agreement shall not establish any relationship of partnership,
         joint venture, employment, franchise or agency between the Parties. Neither Party
         shall have the power to bind the other or incur obligations on the other’s behalf
         without the other Party’s prior written consent.

         8.2    Assignment. Licensee shall not have the right to assign this Agreement, in
         whole or in part, without Orkes’s prior written consent; assignment by operation of
         law or change of control Licensee is prohibited. Orkes may assign this Agreement
         without consent. Any attempt to assign this Agreement, other than as permitted
         above, shall be null and void.

         8.3     Federal Acquisition. This provision applies to all acquisitions of the
         Software by or for the Federal Government, whether by any prime contractor or
         subcontractor and whether under any procurement contract, grant, cooperative
         agreement or other activity by or with the Federal Government. By accepting
         delivery of the Software, the Government agrees the Software qualifies as
         “commercial” computer software within the meaning of the acquisition regulations
         applicable to this procurement. The terms and conditions of this Agreement shall
         pertain to the Government’s use and disclosure of the software and shall supersede
         any conflicting contractual terms or conditions. If this Agreement fails to meet the
         Government’s needs or is inconsistent in any respect with Federal law, the
         Government agrees to return the Software, unused, to Orkes.

         8.4     Governing Law. This Agreement shall be governed by, and construed in
         accordance with, the laws of the State of California, U.S.A., applicable to contracts
         made in full and performed in the State of California, U.S.A., without reference to
         any conflict of law or choice of law principles that would cause the application of
         laws of any other jurisdiction. The United Nations Convention on Contracts for the
         International Sales of Goods shall not apply to this Agreement.

         8.5     Jurisdiction and Venue. Jurisdiction and venue for any dispute arising from
         or related to this Agreement shall be in the state and federal courts of Santa Clara
         County, California, USA, and each party hereby consents to the jurisdiction and
         venue of such courts.

         8.6     Language of Agreement. This Agreement is made in the English language
         only, and the English language version shall control in all respects. In the event that
         this Agreement is translated into another language, such translation shall not be
         binding upon the Parties.

         8.7      Severability. If any provision of this Agreement, or the application thereof,
         shall for any reason and to any extent be determined by a court of competent
         jurisdiction to be invalid or unenforceable under applicable law, a valid provision
         that most closely matches the intent of the original shall be substituted, and the
         remaining provisions of this Agreement shall be interpreted so as best to reasonably
         effect its original intent.

         8.8    Waiver. The failure by either Party to enforce any provision of this
         Agreement shall not constitute a waiver of future enforcement of that or any other
         provision.

         8.9     Entire Agreement. This Agreement contains the complete understanding
         and agreement of the parties and supersedes all prior or contemporaneous
         agreements or understandings, oral or written, relating to the subject matter herein.
         Any waiver, modification or amendment of any provision of this Agreement shall
         be effective only if in writing and signed by duly authorized representatives of the
         Parties. No inconsistent or additional terms or conditions in any document provided
         by Licensee, including any purchase orders, purchase agreements, requests for
         proposals, bills of lading or the like shall apply to this Agreement or the activities
         hereunder, and any such terms or conditions are hereby rejected.