Oban Pro Terms of Service

These Software License Terms and Conditions (the “Agreement”) govern your use of the Software, and associated services provided by Soren LLC (the “Licensor”). By accessing or using the Software, you (“you” or “Licensee”) agree to comply with the terms outlined in this Agreement. This Agreement constitutes a legally binding contract between you (the individual or entity) and the Licensor. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind the entity to the terms contained herein. Please review the full Agreement carefully before using the Software, as your use constitutes acceptance of this Agreement.

THE LICENSOR MAY MODIFY THESE TERMS AND CONDITIONS AT ANY TIME. YOUR CONTINUED USE OF THE SOFTWARE AFTER SUCH NOTICE CONSTITUTES ACCEPTANCE OF THE REVISED TERMS.

Recitals

WHEREAS, Licensor has developed Oban, an open-source software tool for processing background jobs in Elixir applications; and

WHEREAS, Licensor further developed, and owns proprietary rights to, Oban Pro which are add-ons to the core Oban library that offer additional advanced features as defined below; and

WHEREAS, Licensee desires to receive, and Licensor desires to grant to Licensee, a license to use the Software solely in accordance with the terms and on the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties, each intending to be legally bound, promise and agree as follows:

1. Definitions

"Documents" means any written or electronic materials provided by Licensor to Licensee in connection with the Software, including user manuals, installation guides, technical specifications, and other related documentation.

"Software" means the following computer programs:

Oban Pro: a commercial extension to the core Oban library that offers additional advanced features; and

The definition of "Software" includes all future versions and New Releases.

2. License

Subject to the provisions of this Agreement, as well as the payment of all applicable fees required under this Agreement, Licensor grants Licensee a limited, personal, non-assignable, non-transferable, non-exclusive license to use the Software solely for Licensee's internal business purposes. Except as provided in this Agreement, no license under any patents, copyrights, trademarks, trade secrets or any other intellectual property rights, express or implied, is granted by Licensor to Licensee under this Agreement.

3. Ownership

All patents, copyrights, trade secrets and other proprietary rights in or related to the Software and Documents, as well as all enhancements, modifications, and updates of the Software and Documents, are and will remain the exclusive property of Licensor, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Software is used or licensed. Licensee shall not have any right, title, or interest to any such Software and Documents or copies thereof, except as specifically stated in this Agreement. Licensee will not take any action that jeopardizes Licensor’s proprietary rights or acquire any right in the Software and Documents. The parties agree that Licensor will own all rights in any copy, translation, modification, adaptation or derivation of the Software and Documents, including any improvement or development thereof.

In the event that the Software becomes open source or is released under an open-source license at any point in the future, Licensee agrees that all intellectual property rights, and control over the use, modification, distribution, and licensing of the code will remain with Licensor. Licensee acknowledges that, even if the Software is released as open-source, Licensor shall have the exclusive right to determine the terms of any open-source license and the future use of the code. This control includes, but is not limited to, the ability to dictate what can or cannot be done with the Software, including the ability to modify, contribute to, or redistribute the Software under any terms Licensor deems appropriate.

Licensee shall not and shall not permit its employees or any third party to translate, reverse engineer, decompile, recompile, update or modify all or any part of the Software or merge the Software into any other software. Licensee shall not allow any third party to have access to the Software and Documents without Licensor’s prior written consent.

4. Termination

Licensor may immediately suspend or terminate this Agreement, and the license granted to Licensee under this Agreement, immediately and without notice, if Licensee breaches any material term of this Agreement.

Upon termination of this Agreement for any reason, Licensee shall: (a) cease all use of the Software; (b) return to Licensor or destroy all copies of the Software, including all Documents and related materials and provide written certification of such destruction; and (c) remove or delete all instances of the Software from any devices or systems within its control, including any backup copies or residual code that may persist in archived formats.

5. Software Maintenance and Licensor Access

The parties agree and acknowledge that the Licensor shall have no access to the Licensee’s systems, including any software hosted on those systems, for the purpose of maintenance upgrades or otherwise. Instead, the Licensor will periodically release new versions of the Software, which may include bug fixes, performance enhancements, new features, and potentially breaking changes (each a "New Release"). It is the sole responsibility of the Licensee to decide when to upgrade to any New Release or to perform the upgrade.

The Licensee agrees that any feedback, comments, or suggestions provided to the Licensor regarding the Software may be used by the Licensor at its discretion, without any obligation or compensation to the Licensee.

6. Charges and Payment Schedule

Licensee shall pay Licensor all fees as specified by the Subscription. Licensee agrees to provide Licensor with valid, up-to-date credit card information and authorizes Licensor to charge such credit card for all fees outlined in the Subscription, in accordance with the billing frequency specified therein. If Licensor is unable to collect the fees by the due date, and the fees remain unpaid for more than ten (14) days thereafter, Licensor may, without limiting its other rights or remedies, immediately terminate this Agreement.

7. Modifications to the Service and Prices

Licensor reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice. Prices of all Services are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to pricing. The Licensor shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

8. Use Restrictions

Licensee agrees not to (a) use the Software for any illegal activities, in any manner that violates applicable laws; (b) create, distribute, or promote any content that is unlawful, abusive, defamatory, obscene, harassing, or otherwise objectionable; (c) engage in any conduct that may damage, disable, overburden, or impair the Software or interfere with any other party’s use of the Software; (d) use the Software in a manner that could harm the reputation or integrity of Licensor or its products and services; (e) transmit any viruses, malware, or other harmful code through the Software; (f) attempt to gain unauthorized access to any portion of the Software or any other systems or networks connected to the Software.

Licensee acknowledges that any violation of these use restrictions may result in immediate termination of the license and further legal action by Licensor.

9. Warranties and Warranty Limitations

Licensor warrants that it is the sole owner of all right, title, and interest in and to the Software and that it has the full authority to grant licenses to the Software. Licensor further warrants that it has not granted any license to any third party that would limit or restrict the rights granted to Licensee under this Agreement. Licensor does not warrant that the operation of the Software will be uninterrupted or error-free. However, Licensor agrees to use commercially reasonable efforts to address and resolve any defects reported by Licensee through a New Release. While the typical turnaround time for addressing such defects is shorter, Licensor shall have thirty (30) days from the date of receipt of written notice from Licensee to address any defect.

In the event of any breach of the warranties specified herein, Licensor’s sole and exclusive responsibility, and Licensee’s sole and exclusive remedy, shall be for Licensor to correct or replace, at no additional charge to Licensee, any portion of the Software found to be defective. If Licensor fails to correct or replace the defective Software within the thirty (30) day period specified above, or such other commercially reasonable period as agreed by the parties, Licensee’s sole and exclusive remedy shall be to receive direct damages, specifically limited to the fees paid to Licensor for the use of the defective Software during the period it was defective.

Notwithstanding the foregoing, Licensor shall not be responsible for, and makes no warranty regarding, any defects, errors, or issues in the Software caused by, or arising from, Licensee’s own systems, including but not limited to, CPUs, operating systems, hardware, third-party software, network configurations, databases, or Licensee’s failure to properly configure or maintain the Software.

EXCEPT AS SET FORTH IN THIS SECTION OF THIS AGREEMENT, LICENSOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, DOCUMENTS OR SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY LICENSEE. LICENSOR FURNISHES THE ABOVE WARRANTIES IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

LICENSOR SHALL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM LOSS OF DATA, LOSS OF REVENUE, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, OR CLAIMS BY ANY THIRD PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSOR’S LIABILITY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNTS ACTUALLY RECEIVED BY LICENSOR FROM LICENSEE UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL NOT APPLY TO CLAIMS ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

11. Confidential Information

The term “Confidential Information” shall include all information disclosed by either party to the other, whether before or after the execution of this Agreement, that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential. This includes, but is not limited to, all information related to Software (whether or not it is marked) and Documents, including its source code, object code, algorithms, designs, processes, specifications, documentation, trade secrets, and any other proprietary information or data relating to the Software.

Confidential Information shall not include: (i) information that is or becomes publicly available through no fault of the recipient party; (ii) information that was known to the recipient party at the time of disclosure, as evidenced by written records, provided that such information was not subject to an obligation of confidentiality at the time of receipt; (iii) information that is lawfully obtained by the recipient party from a third party not under an obligation of confidentiality; or (iv) information that is independently developed by the recipient party without reference to or reliance on the Confidential Information, and such independent development is evidenced by written records.

Each party agrees that it will not duplicate, use, or disclose any Confidential Information, except as expressly authorized by the other party in writing. Each party shall use reasonable diligence, and in no event less than the degree of care that it uses with respect to its own confidential information of a similar nature, to prevent the unauthorized disclosure or reproduction of Confidential Information.

12. Noncompete

During the term of this Agreement and for a period of two (2) years following its termination or expiration (the “Restricted Period”), Licensee agrees not to directly or indirectly develop, market, sell, or assist in the development, marketing, or selling of any software that is substantially similar to or directly competes with the Software. This restriction applies to the Licensee and its employees, agents, contractors, and affiliates. Licensee acknowledges that the restrictions set forth in this non-compete provision are reasonable and necessary to protect Licensor’s legitimate business interests, including its proprietary Software, and that any breach of this provision would cause irreparable harm to Licensor, for which monetary damages alone would be insufficient. In the event of a breach or threatened breach of this provision, Licensor shall be entitled to seek injunctive relief, without the necessity of posting bond, in addition to any other legal remedies available. The remedies set forth herein are cumulative and not exclusive.

13. Amendments, Modifications or Supplements

Licensor reserves the right to amend, modify, or update this Agreement at any time, at its sole discretion. Any such amendments, modifications or updates will be effective immediately upon posting the revised Agreement on Licensor’s website. Licensee will be notified of material changes to this Agreement only via such posting only. It is Licensee’s responsibility to review the Agreement periodically to ensure Licensee is aware of any changes.

Licensee's continued use of the Software after any amendments or modifications to the Agreement constitutes acceptance of the revised terms. If Licensee does not agree with any amendments or modifications, Licensee must stop using the Software. Any amendments or modifications made to this Agreement will apply prospectively and will not affect any previous versions of this Agreement.

14. No Third-Party Beneficiaries

There are no third-party beneficiaries intended under this Agreement, and nothing in this Agreement is intended to confer upon any third party any rights or obligations under or by reason of this Agreement.

15. Survival

Any provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to, sections relating to ownership, charges and payment schedule, confidentiality, limitation of liability, noncompete and governing law.

16. Governing Law and Attorney Fees

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. In the event of any legal action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses incurred in connection with such action or proceeding, in addition to any other relief awarded by the court.

17. Waiver of Breach

No waiver of any breach of this Agreement or failure to exercise any right, option, or privilege under this Agreement on any occasion shall be construed as a waiver of any subsequent breach or the right to enforce any option, right, or privilege at any other time. Any waiver must be in writing and signed by the party waiving the breach.

18. Force Majeure

Licensor shall be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, embargo, government requirements, civil or military authority, acts of God, acts or omissions of carriers, or other similar causes beyond the Licensor’s reasonable control (collectively, "Force Majeure Events"). This list is not exhaustive and includes any unforeseen events that prevent performance. If a Force Majeure Event occurs and continues for ten (10) days or more, Licensor shall provide a notice of the same via a posting on Licensor’s website. Licensee may then elect to terminate this Agreement if the Force Majeure Event continues beyond thirty (30) days.

19. Severability

If any provision of this Agreement or any order is found to be invalid or unenforceable under the laws of the jurisdiction where enforcement is sought, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement. The remaining provisions shall be construed as if the invalid or unenforceable provision had not been included, and the rights and obligations of Licensor and Licensee shall be construed and enforced accordingly.

20. Headings

The headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.

21. Trademark Usage

Licensee grants the Licensor, during the term of this Agreement, a non-exclusive, worldwide, royalty-free license to use Licensee’s name, logo and other trademarks (as provided by Licensee) in Licensor’s customer lists and other marketing or public relations materials; provided that Licensor adheres to any guidelines, instructions or requirements regarding the use of the trademarks as provided by Licensee. All goodwill associated with Licensee's trademarks shall remain the exclusive property of the Licensee, and Licensor shall take no action that may damage the goodwill associated with the Licensee's trademarks.

22. Entire Agreement

This Agreement constitutes the complete and exclusive agreement between the parties concerning the licensing and use of the Software, superseding all prior agreements, negotiations, understandings, representations, and warranties related to the subject matter of this Agreement. The parties acknowledge that they have not relied on any representations or warranties not expressly set forth in this Agreement.

23. Notices

Licensor's Notice:

Any notices required or permitted to be given by Licensor under this Agreement shall be provided by posting such notice on the Licensor’s website. Such notice will be deemed effective immediately upon posting.

Licensee's Notice:

Any notices required or permitted to be given by Licensee under this Agreement shall be provided via email to Licensor. Such notice will be deemed effective upon Licensor’s receipt.

Any questions regarding this Agreement, should be sent to [email protected]

PLEASE NOTE THAT ANY RESPONSES PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND SHALL NOT BE CONSTRUED AS MODIFICATIONS TO THE TERMS OF THIS AGREEMENT. ANY AMENDMENTS OR MODIFICATIONS TO THE AGREEMENT, LICENSOR’S POSTING ON THE WEBSITE WILL BE REQUIRED.