SOFTWARE LICENSE AGREEMENT

hapi Core Framework Commercial Distribution

Version 1.6

This Agreement is made between:

The "Licensor"
Sideway Inc.

And

The "Licensee"
 ________________

1. DEFINITIONS.

(a) "Registry" means the npm registry service provided by npm inc. and described at https://www.npmjs.com/about.

(b) "Package" means a set of computer programs and documentation published on the Registry.

(c) "Core" means the @commercial/hapi Package available at https://www.npmjs.com/package/@commercial/hapi.

(d) "Dependencies" means the Packages published under the @commercial organization on the Registry and used by Core.

(e) "Major Version" means the first of three numbers identifying each published version of a Registry Package. For example, the major version of 11.22.33 is 11.

(f) "Matching Software" means any version of Core matching a Major Version listed in Schedule A, its Dependencies, as well as any additional Package listed in Schedule B>.

(g) "Covered Software" means any Matching Software published prior to or during the license term as defined by Section 3 (License Term).

2. GRANT OF RIGHTS.

Licensor grants the Licensee and its subsidiaries a perpetual, nonexclusive license to the Covered Software under the 3-Clause BSD License (https://opensource.org/licenses/BSD-3-Clause) license as follows:

Copyright 2012-2020 Sideway Inc.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

  1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

  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.

  3. Neither the name of Sideway Inc. nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY SIDEWAY INC. "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 SIDEWAY INC. 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.

3. LICENSE TERM.

Each license term begins on the day the license fees (in accordance with Schedule C) are received and acknowledged by the Licensor, and until the period covered by the fees ends. The Licensee can choose to pay for one or more terms, consecutively or non-consecutively.

Terms express in months or years end on the day prior to the start day after the stated period.

For example, if the Licensee paid on January 15th, 2000 for a term of a month, it receives a perpetual license for any Matching Software published until February 14th, 2000. When the paid period ends, the Licensee may continue to use the Covered Software indefinitely, but not any version published after the license term ends.

4. ADDITIONAL SERVICES.

During the License Term, the Licensee will be entitled to receive the additional software support services listed in Schedule D. The services listed are only available while the agreement is in effect. Support issues initiated during the License Term will continue until resolution even if the term ends. Any unused services are revoked when each paid period ends as defined by the fee schedule.

For example, if a monthly term period includes opening 2 support tickets, these tickets can only be used during that month. Once the month is over, even if the Licensee pays for a consecutive term, the unused support tickets from the previous period expire.

5. REMEDY LIMITATIONS.

Licensor's entire liability and only remedy for breach of this agreement shall be to return to Licensee the license fee for the most recent paid period.

Except for damages arising from a breach of Section 2, Licensee will have no liability for any damages or for any amounts other than the fees already paid.

6. GENERAL PROVISIONS.

(a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.

(b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.

(c) Applicable law: If any difficulties arise from the agreement above, Licensee and Licensor agree to resolve them in Santa Clara County, California, using California courts and law.


Enterprise Support Plan

SCHEDULE A

Covered Core Major Versions

Versions 16, 17, 18, 19, and any newer version release during the License Term.

Coverage on the listed versions published before the end of the License Term can be extended for up to 5 years from the date of the first License Term.

SCHEDULE B

Additional Covered Software Packages

Any additional Package published under the @commercial organization on the Registry.

SCHEDULE C

License Fees

For terms starting before December 31st 2022: $23,940 for 1 year
For terms starting on or after January 1st, 2023: Plan pricing published at that time

SCHEDULE D

Additional Services

• Maximum response time of 2 business days to issues opened on GitHub
• Up to 10 priority issues each month (publicly or privately) with a maximum response time of 2 business days
• Up to 3 critical issues each month (publicly or privately) with a maximum response time of 24 hours
• 72 hours advance notice of critical upcoming security and bug fixes (when possible, including a patch preview)
• Access to a private Slack channel
• 3 hours accrued monthly open source development (up to 40 hours). The accrued hours can be used to prioritize bug fixes and new features once estimated and approved by Sideway Inc.


Plus Support Plan

SCHEDULE A

Covered Core Major Versions

Versions 17, 18, 19, and any newer version release during the License Term.

Coverage on the listed versions published before the end of the License Term can be extended for up to 2 years from the date of the first License Term.

SCHEDULE B

Additional Covered Software Packages

Any additional Package published under the @commercial organization on the Registry.

SCHEDULE C

License Fees

For terms starting before December 31st 2022: $8,988 for 1 year
For terms starting on or after January 1st, 2023: Plan pricing published at that time

SCHEDULE D

Additional Services

• Maximum response time of 3 business days to issues opened on GitHub
• Up to 5 priority issues each month (publicly or privately) with a maximum response time of 2 business days
• 48 hours advance notice of critical upcoming security and bug fixes (when possible, including a patch preview)
• 1 hour accrued monthly open source development (up to 16 hours). The accrued hours can be used to prioritize bug fixes and new features once estimated and approved by Sideway Inc.


Core Support Plan

SCHEDULE A

Covered Core Major Versions

Version 18, 19, and any newer version release during the License Term.

SCHEDULE B

Additional Covered Software Packages

Any additional Package published under the @commercial organization on the Registry.

SCHEDULE C

License Fees

For terms starting before December 31st 2022: $1,140 for 1 year
For terms starting on or after January 1st, 2023: Plan pricing published at that time

SCHEDULE D

Additional Services

• Maximum response time of 3 business days to issues opened on GitHub
• Up to 1 priority issue each month (publicly or privately) with a maximum response time of 2 business days
• 24 hours advance notice of critical upcoming security and bug fixes (when possible)
• 20 minutes accrued monthly open source development (up to 4 hours). The accrued hours can be used to prioritize bug fixes and new features once estimated and approved by Sideway Inc.