EXIT83 Consulting LLC
This Skills License Agreement (“Agreement”) is entered into by and between EXIT83 Consulting LLC, a Washington limited liability company headquartered in Seattle, Washington (“EXIT83”), and the customer identified by the email address and GitHub username provided during Stripe checkout (“Customer”). EXIT83 and Customer may each be referred to as a “Party” and collectively as the “Parties.”
By checking the box agreeing to this Agreement during Stripe checkout and completing payment, Customer accepts and is bound by these terms. The “Effective Date” is the date Customer completes checkout. The individual accepting this Agreement on behalf of Customer represents and warrants that they have full authority to bind Customer to these terms.
Subject to Customer’s compliance with this Agreement, the applicable Order Form, and payment of all applicable fees, EXIT83 grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable Subscription Term to (a) access the Licensed Materials through EXIT83’s GitHub repositories or other distribution method designated by EXIT83, and (b) use the Licensed Materials internally within Customer’s organization solely for Customer’s internal business purposes and in accordance with the Documentation and applicable Developer Seat limitations. Customer’s license is limited to the number of Developer Seats purchased by Customer under the applicable Order Form unless the Parties agree to a site license. Customer will ensure that access credentials are not shared and that each Developer Seat is used only by the specific individual to whom it is assigned, except for reasonable reassignments upon personnel changes.
Customer may use the Skills solely for (a) internal software development activities, (b) experimentation and testing of AI-assisted development workflows, and (c) internal evaluation and knowledge sharing among Customer’s personnel.
Customer may modify or create derivative versions of the Skills solely for Customer’s permitted internal use under this Agreement. As between the Parties, Customer shall own all right, title, and interest in and to any such modifications or derivative works independently created by Customer; provided, however, that (a) EXIT83 retains all right, title, and interest, including all intellectual property rights, in and to the underlying Skills and Licensed Materials incorporated into or underlying such modifications, and (b) all such modifications and derivative works shall remain strictly subject to the scope of use restrictions, prohibitions, and confidentiality obligations set forth in this Agreement, including without limitation the prohibitions against redistribution, commercialization, or use to develop a competing product or service. Customer agrees not to assert any intellectual property rights in such modifications or derivative works against EXIT83 or its other customers based on EXIT83’s or such customers’ use of the unmodified Skills. Customer acknowledges that (i) EXIT83 may, in its sole discretion, release updates to the Skills from time to time, and (ii) such updates may overwrite, impair, or conflict with Customer’s customized versions or other Customer systems or workflows. EXIT83 has no obligation to provide any specific updates, enhancements, maintenance, or support services except as expressly stated in an applicable Order Form, and is not obligated to maintain backward compatibility with prior versions of the Skills or to support any modified version, derivative work, or combination of the Skills with any product, service, code, or material not provided by EXIT83. EXIT83 shall have no responsibility or liability for any loss of functionality, compatibility, security, or performance resulting from Customer’s modifications or derivative works, or from the combination of the Licensed Materials with any product, service, code, model, or environment not provided by EXIT83.
The Skills will generally be made available through private GitHub repositories or other repositories controlled by EXIT83, or another distribution mechanism designated by EXIT83. During the active Subscription Term, Customer will be entitled to receive updates, bug fixes, and improvements to the extent, if any, that EXIT83 generally makes them available to similarly situated customers. EXIT83 has no obligation to provide any particular update, enhancement, fix, maintenance, or support services except as expressly stated in an applicable Order Form, and reserves the right to discontinue or modify the Skills or any features thereof at any time in its sole discretion. If Customer’s subscription expires or is terminated, Customer will no longer receive updates, and EXIT83 may immediately revoke Customer’s access to repositories containing the Skills and disable all related credentials and access methods.
Customer will purchase a license to the Skills pursuant to one or more written Order Forms executed by the Parties and referencing this Agreement. Each applicable Order Form is incorporated into this Agreement by this reference.
Customer is responsible for all taxes, duties, and similar governmental charges associated with the fees under this Agreement, excluding taxes based on EXIT83’s net income, franchise taxes, and employment taxes. If Customer is required by applicable law to withhold any taxes from amounts payable to EXIT83, Customer will provide EXIT83 with appropriate documentation of such withholding and will cooperate in good faith to minimize any such withholding to the extent legally permitted.
EXIT83 may suspend Customer’s access to the Skills if Customer fails to pay any undisputed fees when due and does not cure such failure within ten (10) days after written notice. Any suspension under this Section is in addition to, and not in lieu of, any other rights or remedies available to EXIT83.
EXIT83 retains all right, title, and interest, including intellectual property rights, in and to (a) the Skills, (b) the spec-driven development methodology, (c) the Documentation, and (d) any updates, upgrades, improvements, modifications, or derivative works of any of the foregoing. No rights are granted to Customer except those expressly stated in this Agreement. Subject to EXIT83’s ownership of the Licensed Materials and underlying intellectual property rights, Customer retains ownership of Customer’s software, code, data, and other materials created by Customer using the Skills, excluding any portion that constitutes or incorporates the Licensed Materials or EXIT83’s confidential information. Except for the limited rights expressly granted in this Agreement, no other rights are granted to Customer by implication, estoppel, exhaustion, or otherwise.
Customer may provide suggestions, comments, or feedback regarding the Skills (“Feedback”). Customer hereby grants EXIT83 a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works from, and otherwise exploit such Feedback without restriction or obligation to Customer.
The Skills may interact with Third-Party Services, including third-party artificial intelligence systems, repositories, hosting platforms, and other tools that generate code or other outputs or otherwise support use of the Skills. EXIT83 does not guarantee the accuracy, reliability, suitability, availability, or fitness for any purpose of AI-generated outputs or Third-Party Services, and is not responsible for verifying such outputs or the operation of such Third-Party Services. EXIT83 shall have no liability for any failures, errors, changes, or discontinuation of any Third-Party Services. Customer is solely responsible for reviewing, testing, and validating all outputs generated through use of the Skills and for Customer’s use of, and compliance with the terms of, any Third-Party Services. Customer represents and warrants that (i) it has obtained all rights, consents, and permissions necessary for Customer Data to be provided to EXIT83 or any applicable Third-Party Services in connection with this Agreement, and (ii) Customer Data does not and will not violate any applicable law or third-party rights.
Customer represents and warrants that it will not use the Skills for the processing, storage, or transmission of sensitive personal information, protected health information, payment card data, export-controlled data, or other regulated data, and Customer will not provide any such data to EXIT83 or process such data using the Licensed Materials in connection with this Agreement unless the Parties have executed a separate written agreement specifically authorizing such use. To the extent EXIT83 processes personal data on behalf of Customer, the Parties will enter into a data processing addendum incorporating applicable requirements under data protection laws. EXIT83 will use commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data in its possession or control against unauthorized access, use, or disclosure, but Customer remains solely responsible for determining whether the Licensed Materials and any Third-Party Services are appropriate for Customer’s intended use and data environment and for Customer’s compliance with all applicable data protection and privacy laws.
Each Party agrees to maintain the confidentiality of any non-public information received from the other Party (“Confidential Information”). For purposes of this Section 5, the Party disclosing Confidential Information is the “Disclosing Party” and the Party receiving Confidential Information is the “Receiving Party.” Each Receiving Party will use the Disclosing Party’s Confidential Information solely for purposes of performing under or exercising rights under this Agreement and will protect such Confidential Information using at least reasonable care, but no less than the degree of care it uses to protect its own similarly sensitive information. These confidentiality obligations will survive for five (5) years following disclosure of the Confidential Information, except that obligations with respect to information constituting a trade secret will survive for so long as such information remains a trade secret under applicable law. For purposes of this Agreement, Confidential Information does not include information that (a) becomes publicly available through no fault of the Receiving Party, (b) was already known to the Receiving Party, or (c) is independently developed without use of the confidential information or lawfully received from a third party without restriction on disclosure.
The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and representatives who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party may also disclose Confidential Information to the extent required by law, regulation, or court order; provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice and reasonably cooperates, at the Disclosing Party’s expense, with any effort to seek confidential treatment or a protective order.
Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party will promptly return or destroy the Disclosing Party’s Confidential Information in its possession or control, except for copies maintained in routine backup systems or as required by applicable law; provided that any retained Confidential Information remains subject to this Agreement. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the Disclosing Party is entitled to seek equitable relief in addition to any other remedies available at law or in equity.
The Licensed Materials are provided “as is” and “as available.” EXIT83 disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice. EXIT83 does not warrant that the Licensed Materials will be uninterrupted, error-free, secure, or achieve any particular result.
EXIT83 will defend Customer against any third-party claim that the unmodified Licensed Materials infringe or misappropriate such third party’s intellectual property rights, and will indemnify Customer from any damages, costs, and attorney fees finally awarded against Customer or agreed to in settlement by EXIT83 with respect to such claim. EXIT83’s obligations under this Section 7.1 do not apply to the extent a claim arises from (a) modification of the Licensed Materials by anyone other than EXIT83, (b) combination of the Licensed Materials with products, services, data, or materials not provided by EXIT83, (c) Customer’s continued use of the Licensed Materials after EXIT83 has notified Customer to discontinue use due to an infringement claim, (d) Customer’s breach of this Agreement, or (e) use of the Licensed Materials with any Third-Party Service that EXIT83 did not specifically recommend or approve in writing, or (f) any outputs generated by or through the use of Third-Party Services or artificial intelligence models. If the Licensed Materials become, or in EXIT83’s opinion are likely to become, the subject of an infringement claim, EXIT83 may, at its option and expense: (i) procure the right for Customer to continue using the Licensed Materials, (ii) replace or modify the Licensed Materials to make them non-infringing, or (iii) terminate the affected license and refund Customer any prepaid fees for the terminated portion of the Subscription Term. This Section 7.1 states EXIT83’s sole liability and Customer’s exclusive remedy for infringement claims.
Customer will defend EXIT83 against any third-party claim arising from (a) Customer’s use of the Licensed Materials in violation of this Agreement or applicable law, (b) Customer Data, (c) Customer’s modifications or derivative works of the Skills, or (d) Customer’s combination of the Licensed Materials with any product, service, data, or materials not provided by EXIT83, and will indemnify EXIT83 from any damages, costs, and attorney fees finally awarded against EXIT83 or agreed to in settlement by Customer with respect to such claim.
Each Party’s indemnification obligations under this Section 7 are conditioned on the indemnified Party: (a) promptly notifying the indemnifying Party in writing of the claim, (b) granting the indemnifying Party sole control of the defense and settlement of the claim, and (c) reasonably cooperating with the indemnifying Party in the defense. The indemnified Party may participate in the defense with its own counsel at its own expense. The indemnifying Party may not settle any claim that imposes liability or obligations on the indemnified Party without the indemnified Party’s prior written consent.
Except for (a) either party’s breach of Section 5 (Confidentiality), (b) Customer’s breach of Sections 2 or 4, or (c) Customer’s violation of the high-risk use prohibition in Section 2.2(b)(ii)(e), in no event shall EXIT83’s total cumulative liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, exceed the total fees paid by Customer to EXIT83 in the twelve (12) months immediately preceding the event giving rise to liability; provided, however, that EXIT83’s total cumulative liability arising out of its indemnification obligations under Section 7.1 shall not exceed two times (2x) the total fees paid by Customer in the twelve (12) months immediately preceding the claim.
Except for (a) a party’s indemnification obligations under Section 7, (b) either party’s breach of Section 5 (Confidentiality), or (c) Customer’s breach of Sections 2 or 4, neither party shall be liable for any indirect, incidental, special, consequential, or exemplary damages, including lost profits, loss of data, loss of business opportunity, loss of use, or cost of substitute services, even if advised of the possibility of such damages and regardless of the legal theory under which such damages are sought.
Customer acknowledges that the Licensed Materials are not designed, intended, or certified for use in high-risk activities as described in Section 2.2(b)(ii)(e). EXIT83 shall have no liability whatsoever for any use of the Licensed Materials in violation of the high-risk use prohibition, and Customer agrees to indemnify, defend, and hold harmless EXIT83 from any and all claims, damages, losses, or expenses arising from such prohibited use.
EXIT83 shall have no liability for any failures, errors, outages, changes in terms, discontinuation, or other issues related to any Third-Party Services, including but not limited to GitHub, artificial intelligence models, hosting providers, or other third-party platforms or tools. Customer’s use of any Third-Party Service is at Customer’s sole risk and subject to the applicable third-party terms of service.
This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 9. Each license to the Skills will be provided for the applicable Subscription Term specified in the applicable Order Form. Unless otherwise stated in the applicable Order Form, each Subscription Term will automatically renew for successive renewal periods equal to the initial Subscription Term unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Either Party may terminate this Agreement for convenience upon thirty (30) days’ written notice; provided, however, that (a) termination for convenience by Customer will not relieve Customer of its obligation to pay fees for the remainder of any then-current committed Subscription Term, and (b) termination for convenience by EXIT83 will entitle Customer to a pro-rata refund of prepaid fees for the terminated portion of any Subscription Term, except that no refund shall be due if the termination is due to (i) discontinuation or material adverse change in any Third-Party Service necessary for the operation of the Skills, (ii) changes in law or regulation that make provision of the Skills impracticable or illegal, or (iii) circumstances beyond EXIT83’s reasonable control.
Either Party may terminate this Agreement or any affected Order Form if the other Party materially breaches this Agreement or such Order Form and fails to cure such breach within thirty (30) days after written notice. EXIT83 may terminate this Agreement or any affected Order Form immediately upon written notice if Customer materially breaches Sections 2, 4, or 5, or if Customer becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it in a petition in bankruptcy or similar proceeding that is not dismissed within sixty (60) days, or ceases doing business in the ordinary course.
Upon termination or expiration of this Agreement or any applicable Order Form, Customer’s license and all other rights to access or use the Licensed Materials covered by the terminated or expired Agreement or Order Form will immediately terminate, and EXIT83 may revoke Customer’s access to repositories containing the Skills and disable related credentials, accounts, or access methods. All fees and payment obligations accrued through the effective date of termination or expiration will become immediately due and payable, and termination or expiration will not relieve Customer of its obligation to pay any fees owed for Licensed Materials provided before the effective date of termination. Customer will promptly cease all use of the applicable Licensed Materials, destroy or permanently delete all copies of the applicable Licensed Materials in Customer’s possession or control, including copies in development environments, shared drives, and backup restoration sets to the extent reasonably practicable, and, within fifteen (15) days of termination or expiration, certify such destruction or deletion in writing signed by an authorized representative to EXIT83. EXIT83 reserves the right to audit Customer’s compliance with this Section and with the license restrictions and Developer Seat limitations in Section 2, provided that (i) such audits shall not occur more than once per twelve (12) month period unless EXIT83 has reasonable grounds to believe a material breach has occurred, (ii) EXIT83 shall provide at least ten (10) business days’ prior written notice of any audit, and (iii) audits shall be conducted during Customer’s normal business hours in a manner designed to minimize disruption to Customer’s operations. Customer shall reasonably cooperate with any such audit and provide access to relevant records and systems. If an audit reveals that Customer has exceeded its authorized Developer Seats or otherwise materially breached the license restrictions, Customer shall promptly pay EXIT83 for any unauthorized usage at EXIT83’s then-current rates, plus the reasonable costs of the audit. The provisions relating to fees and payment obligations, intellectual property, confidentiality, warranty disclaimer, limitations of liability, indemnification, termination consequences, audit rights, and any provisions that by their nature should survive termination shall survive termination or expiration of this Agreement.
This Agreement shall be governed by the laws of the State of Washington, without regard to conflict-of-law principles.
Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, enforcement, or validity, shall be finally resolved by binding arbitration administered by JAMS in accordance with its then-current Comprehensive Arbitration Rules and Procedures. The arbitration shall take place in Seattle, Washington, before a single arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this Section will prevent either Party from seeking temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened misuse, unauthorized disclosure, or infringement of its confidential information or intellectual property rights.
All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by a nationally recognized overnight courier, or sent by email to the contact information specified by Customer at checkout or, for notices to EXIT83, at legal@exit83.com, or to such other address or email address as a Party may designate by notice under this Section. Notices sent by email will be deemed received when sent, provided that no delivery failure notice is received by the sending Party.
This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings. In the event of a conflict between this Agreement and an Order Form, the Order Form will control solely with respect to the subject matter of that Order Form and only to the extent the Order Form expressly states an intent to override this Agreement.
Any amendment to this Agreement must be in writing. EXIT83 may modify this Agreement from time to time by posting an updated version at the URL where this Agreement is presented at checkout and, for material changes, providing at least thirty (30) days’ advance notice to Customer by email. Customer’s continued use of the Skills following the effective date of any update constitutes acceptance of the updated terms. If Customer does not agree to a material change, Customer’s sole remedy is to cancel the subscription before the change takes effect. No amendment initiated by Customer is effective unless agreed to in writing by an authorized EXIT83 representative.
Customer may not assign, delegate, or otherwise transfer this Agreement or any Order Form, whether by operation of law or otherwise, without EXIT83’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment in violation of the foregoing shall be null and void. EXIT83 may assign this Agreement or any Order Form without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
The Parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, fiduciary, or employment relationship between them. EXIT83 may use subcontractors in connection with the provision, maintenance, or distribution of the Licensed Materials, provided that EXIT83 remains responsible for their performance to the extent required by this Agreement.
No waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the waiver is to be enforced. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be enforced to the maximum extent permitted by law.
Neither Party will be liable for delay or failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or telecommunications failures, failures or delays of Third-Party Services, governmental acts, war, terrorism, civil unrest, or denial-of-service attacks. If a force majeure event prevents performance for more than sixty (60) days, either Party may terminate the affected Order Form or this Agreement upon written notice to the other Party.
The Parties agree that Customer’s act of checking the acceptance box and completing payment through Stripe Checkout constitutes Customer’s electronic signature and binding acceptance of this Agreement under the Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any similar applicable laws. No handwritten or e-signed counterpart is required for this Agreement to be enforceable.
Customer will not, directly or indirectly, export, re-export, or transfer the Licensed Materials, or permit access to or use of the Licensed Materials from any jurisdiction, in violation of U.S. export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations, or any other applicable export control laws. Customer represents and warrants that Customer and Customer’s personnel are not (a) located in, or a national or resident of, any country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country, or (b) on any U.S. government list of prohibited, sanctioned, or restricted parties. Customer shall immediately notify EXIT83 if Customer becomes subject to any such restriction.
EXIT83 may identify Customer as a user of the Skills in promotional and marketing materials, including on EXIT83’s website and in customer lists, unless Customer notifies EXIT83 in writing that it objects to such identification. Neither Party may issue any press release or public announcement regarding this Agreement without the other Party’s prior written consent, except as required by applicable law or regulation.
Customer may not conduct or publish any performance testing or benchmarking of the Licensed Materials, or disclose or publish any performance metrics or comparative analyses of the Licensed Materials, without EXIT83’s prior written consent.