*This license is also available at [https://www.prefect.io/licenses/alpha-eula](https://www.prefect.io/licenses/alpha-eula)*

# ALPHA SOFTWARE END USER LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE INSTALLING OR OTHERWISE USING THE PREFECT SOFTWARE (THE “SOFTWARE”) AND ACCOMPANYING DOCUMENTATION (THE “DOCUMENTATION”) DELIVERED TO YOU BY OR OTHERWISE RETRIEVED FROM PREFECT TECHNOLOGIES, INC., A DELAWARE CORPORATION WITH AN ADDRESS AT 1301 K ST NW, MINDSPACE SW313, WASHINGTON DC 20005 (“LICENSOR”).  BY DOWNLOADING AND/OR USING THE SOFTWARE, YOU ARE AFFIRMATIVELY STATING (1) YOU HAVE READ THIS EULA, AGREE TO ALL OF ITS TERMS, CONSENT TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS EULA, AND (2) YOU HAVE DOWNLOADED AND/OR ARE MAKING USE OF THE SOFTWARE.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD OR USE THE SOFTWARE.

IF YOU ARE ACCEPTING THIS EULA ON BEHALF OF ANOTHER ENTITY THAT YOU REPRESENT, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS EULA; (II) YOU HAVE READ AND UNDERSTAND THIS EULA; AND (III) YOU AGREE ON BEHALF OF SUCH ENTITY TO BE BOUND BY THIS EULA.

ACCEPTANCE OF THIS EULA IS REQUIRED AS A CONDITION PRECEDENT TO ACCESS AND USE OF THE SOFTWARE AND DOCUMENTATION.  IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, OR IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO ACCEPT THIS EULA ON BEHALF OF ANOTHER ENTITY THAT YOU REPRESENT, YOU MUST IMMEDIATELY RETURN OR DESTROY THE SOFTWARE AND DOCUMENTATION.

AS USED IN THIS EULA, THE TERM “LICENSEE” MEANS YOU AND/OR ANOTHER ENTITY THAT YOU REPRESENT AND ON BEHALF OF WHOM YOU ACCEPT THIS EULA.

## 1. Description

The Software is an early preview of Licensor’s open-source Python toolkit (the “Framework”) for building and testing workflows.  This Framework is designed to allow Licensee to design workflows with a clean and minimal API.  The Software is being made available at this early stage to Licensee to solicit feedback and ensure that the Software addresses the needs of Licensee.  This EULA covers Licensee’s use of the Software and Documentation as set forth herein.

## 2. License Grant

The Software and Documentation are provided to Licensee at no charge and are licensed, not sold to Licensee.  No ownership interest in any part of either the Software or Documentation is hereby transferred to Licensee and Licensor shall at all times retain all right, title and interest in and to the Software and Documentation.  Subject to the terms and conditions of this EULA, Licensor hereby grants Licensee a limited, personal, non-assignable, non-transferable and non-exclusive license to install, access and use the Software and Documentation for Licensee’s internal business purposes only and not for publication or distribution in any form outside of Licensee’s internal business.  All rights relating to the Software and Documentation that are not expressly granted by this EULA, whether now existing or which may hereafter come into existence, are expressly reserved for Licensor.  Licensee shall not remove, obscure, or alter any proprietary rights notices (including without limitation copyright and trademark notices), which may be affixed to or contained within the Software or Documentation.

## 3. Ownership by Licensor; Acknowledgments by Licensee.

Licensor shall exclusively own all right, title, and interest, including all related Intellectual Property rights in and to the Software and Documentation, including, but not limited to, all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith, whether registered or unregistered, as well as in and to any suggestions, enhancement requests, feedback, recommendations, or other information provided by Licensee regarding or relating to the Software or Documentation.  Licensee acknowledges it will not in any way, directly or indirectly, do or cause to be done, any act or thing contesting or which would reasonably be understood as impairing or tending to impair any part of Licensor’s (and, where applicable, its licensors’) right, title and interest in connection with Licensor’s Intellectual Property rights in the Software and Documentation.  Licensee shall not represent that it has any ownership in Licensor’s Intellectual Property rights in the Software and Documentation.  Licensee agrees that it shall not, directly or indirectly, during the term of this EULA or thereafter, attack the validity of Licensor’s ownership of Intellectual Property rights in the Software or Documentation or attack the validity of the License granted herein.

## 4. Restrictions

Licensee will not, directly or indirectly, (a) copy the Software or Documentation in any manner or for any purpose; (b) install, access or use any component of the Software or Documentation for any purpose not expressly granted in Section 2 above; (c) resell, distribute, publicly display or publicly perform the Software or Documentation or any component thereof, , including by way of example and not limitation on a website, blog, vlog or channel accessible through a distributed computer network (such as the Internet), by transfer, lease, loan or any other means, or make it available for use by others in any time-sharing, service bureau or similar arrangement; (d) disassemble, decrypt, extract, reverse engineer or reverse compile the Software, or otherwise attempt to discover the source code, confidential algorithms or techniques incorporated in the Software; (e) export the Software or Documentation in violation of any applicable laws or regulations; (f) modify, translate, adapt, or create derivative works of or from the Software or Documentation; (g) circumvent, disable or otherwise interfere with security-related features of the Software or Documentation; (h) use the Software or Documentation for any illegal purpose, in any manner that is inconsistent with the terms of this EULA, or to engage in illegal activity; (i) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on, or embedded in, the Software or Documentation; or (j) provide access to the Software or Documentation to third parties.

## 5. Term

- a. Licensor may terminate this EULA and support provided hereunder with or without notice at any time for any reason, including without limitation if Licensee materially breaches this EULA or takes any action in derogation of Licensor’s rights in or to any component, module or other aspect of the Software or Documentation.

- b. Upon termination, Licensee shall cease all use of the Software and Documentation. All provisions of Sections 3, 4, 5b, 6, 7, 8 and 9 of this EULA shall survive termination.

## 6. Warranty Disclaimer

AS “ALPHA” OR “EARLY PREVIEW”, LICENSEE RECOGNIZES THAT THE SOFTWARE AND DOCUMENTATION ARE NECESSARILY INCOMPLETE AND PROVIDED “AS IS”.  LICENSOR MAKES NO AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS.  NEITHER THIS EULA NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT THE SOFTWARE WILL CONFORM TO LICENSOR’S REQUIREMENTS OR NEEDS.

## 7. Limitation of Liability

IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS, REVENUE OR DATA, OR OTHER INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES UNDER THIS EULA, INCLUDING WITHOUT LIMITATION ARISING OUT OF OR RELATED TO THE SOFTWARE OR DOCUMENTATION OR THE USE THEREOF.  FURTHER, IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO LICENSEE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).  THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY, EVEN IF LICENSOR HAS BEEN ADVISED, OR IS OTHERWISE AWARE, OF THE POSSIBILITY OF DAMAGES OR IS NEGLIGENT.  LICENSEE AND LICENSOR AGREE THAT THE DISCLAIMERS OF SECTION 6 AND THE LIMITATION OF LIABILITY OF THIS SECTION 7 ARE REASONABLE IN VIEW OF THE “ALPHA” OR “EARLY PREVIEW” NATURE OF THE SOFTWARE.

SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS OF SECTIONS 6 AND 7 OF THE EULA MAY NOT APPLY TO LICENSEE. IN SUCH STATES, THE LIABILITY OF LICENSOR SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

## 8. Confidentiality; Security

The Software and Documentation (collectively, “Confidential Information”) constitute Licensor’s proprietary and confidential information, whether or not identified in writing as “Confidential.”  Licensee will not (i) use any such Confidential Information in any way, for its own account or the account of any third party, except as expressly permitted under this EULA, or (ii) disclose any such Confidential Information to any third party, other than furnishing such Confidential Information to its employees who are required to have access to the Confidential Information in connection with the performance of this EULA, provided, that such employees are bound by written confidentiality obligations consistent with the terms and conditions of this Section.  Licensee will not allow any unauthorized person to access the Confidential Information, and Licensee will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized access, use or copying of such Confidential Information.  In the event that Licensee is required by law to make any disclosure of any of the Confidential Information, by subpoena, judicial or administrative order or otherwise, Licensee will first give written notice of such requirement to Licensor, and will permit Licensor to intervene in any relevant proceedings to protect its interests in the Confidential Information, providing full cooperation and assistance to Licensor in seeking to obtain such protection.  Information will not be deemed Confidential Information hereunder to the extent that Licensee can demonstrate that such information: (a) is known to Licensee prior to receipt from Licensor directly or indirectly from a source other than one having an obligation of confidentiality to Licensor; (b) becomes known (independently of disclosure by Licensor) to Licensee directly or indirectly from a source other than one having an obligation of confidentiality to Licensor; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this EULA by Licensee. Because the unauthorized access, use, transfer or dissemination of any Confidential Information provided by Licensor to Licensee may diminish substantially the value of such materials and may irreparably harm Licensor, if Licensee breaches the provisions of this Section, Licensor will, without limiting its other rights or remedies, be entitled to equitable relief, including but not limited to injunctive relief, without the necessity of posting any bond.

## 9. Miscellaneous

- a. If any term or condition of this EULA is deemed to be illegal or unenforceable under any rule of law, all other terms shall remain in force.  Furthermore, such provision will be reformed only to the extent necessary to make it enforceable and the term or condition which is held to be illegal or unenforceable shall remain in effect as far as possible in accordance with the intention of the parties.

- b. The parties are independent contractors and nothing in this EULA shall be construed to place the parties hereto in an agency, employment, franchise, joint venture, or partnership relationship.  Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties, nor create any third-party beneficiaries.  Neither party will represent to the contrary, either expressly, implicitly or otherwise.

- c. All disputes, claims or controversies arising out of this EULA, or the negotiation, validity or performance of this EULA, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws in force in the State of Delaware without regard to its rules of conflict of laws.  Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of State of Delaware and of the United States of America located in the State of Delaware (the “Delaware Courts”) for any litigation among the parties hereto arising out of or relating to this EULA, or the negotiation, validity or performance of this EULA, waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Courts that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the Delaware Courts. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded and shall not apply.

- d. Licensee may not assign this EULA without the prior written consent of Licensor.  Any purported assignment in contravention of this section is null and void ab initio.  A transfer of a controlling interest in the equity of Licensee shall be deemed an assignment for purposes of this subsection.  Subject to the foregoing, this EULA will bind and inure to the benefit of any successors or assigns.

- e. Licensee acknowledges that portions of the Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations.

- f. The Software, other than any Open Source Software included in a later release of the Software, was developed at private expense and consists of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in Section 12.212 of the Federal Acquisition Regulation and Section 227.7202 of the Defense Federal Acquisition Regulation Supplement. Accordingly, any use, duplication or disclosure by the Government or any of its authorized users is governed solely by the terms of this EULA.  If for any reason, Sections 12.212 or 227.7202 are deemed not applicable, then the Government’s rights to use, duplicate or disclose the Software are limited to “Restricted Rights” as defined in 48 CFR Section 52.227-19 or DFARS 252.227-7014, as applicable.

- g. This EULA constitutes the entire agreement between the parties regarding the subject matter hereof, and it supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations.  This EULA may not be modified or waived, in whole or part, except in writing and signed by an officer or duly authorized representative of both parties.  Failure or delay by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision.

- h. Any notice of communication from one party to the other will be by email, addressed to Licensor at [help@prefect.io](mailto:help@prefect.io).