The ShakaFlow License

The ShakaFlow License, version 1.0: an application of ShakaCode Trust-Based Commercial Licensing.

Plain-language summary (informative, not part of the terms)

ShakaFlow is source-available and trust-based: no license keys, no activation, nothing phones home. Anyone may read the code, install it, try it and change it. Every organization gets its first 12 months of production use free (its Free Year). After that, production use stays free if you can answer yes to all three questions: Do fewer than 10 people work for your organization (counting all affiliates)? Was its revenue in the last twelve months under US $1M? Has it raised under US $1M in outside capital, ever? Charities, educational institutions and hospitals stay free at any size. Everyone else needs one Subscription for the whole organization, at one flat price that never depends on seats or usage. The price that applies to you is published at https://shakaflow.com/pricing at least 90 days before your Free Year ends; if it is not, your Free Year keeps running. These terms cover the self-hosted software. ShakaCode’s hosted service is covered by its Terms of Service. Once a version ships under these terms, those terms govern that version permanently.

1. Acceptance

By using the software, you agree to these terms. If you use the software on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes it.

2. Definitions

“The software” means ShakaFlow as ShakaCode distributes it under these terms, including its source code, container images, setup bundle and documentation, and any part of them.

“Control” means ownership of more than 50% of the voting interests of an entity, or the power to direct its management or policies, by contract or otherwise.

“Your organization” means you together with every entity that Controls you, that you Control, or that is under common Control with you. Teams, departments, and other sub-units are not separate organizations.

“Small Organization” means an organization for which all of the following are true, counted across the entire organization as defined above:

a. fewer than 10 individuals perform paid work for it or on its products and services, whether directly or through staffing, outsourcing, or services arrangements, counted as full-time equivalents; b. its total gross revenue, measured over the twelve months ending with the most recently completed calendar quarter, was less than US $1,000,000; and c. it has received less than US $1,000,000 in aggregate outside capital over its lifetime (equity, tokens, convertible instruments, venture or investor debt, accelerator funding, and grants or donations, other than academic research or charitable grants to accredited academic or nonprofit institutions) from sources other than its own operating revenue and its founders’ personal funds. Ordinary-course bank and trade credit do not count.

Government entities, other than public educational institutions, are not Small Organizations.

“Charity” means an organization recognized as charitable or public-benefit under the law of the jurisdiction where it is organized (for example, a US 501(c)(3) organization or its equivalent elsewhere), no part of whose net earnings benefits any private person.

“Educational Institution” means a school, college, university, or other institution whose principal purpose is teaching or academic research, whether public or private, including its libraries, research institutes, and teaching hospitals.

“Hospital” means an institution licensed to provide inpatient medical care to the public, whether public, non-profit, or private, including its clinics and medical research units.

Charity, Educational Institution, and Hospital status belongs to the qualifying entity and to affiliates that qualify on their own; it does not extend to for-profit affiliates, spin-offs, or commercial ventures that are not themselves one of these.

“Production use” means any use of the software other than a free use under Section 4(a) through 4(e). Outside Section 4(e), running the software on the real work of your organization’s teams (their actual Slack workspace, repositories, and trackers) is production use.

“Free Year” means the twelve months that start on the day your organization first makes production use of any version of the software under these terms, as extended by Section 6. Your organization has one Free Year, however many teams, Slack workspaces, installations, or versions it runs.

“Subscription” means an active paid ShakaFlow subscription under ShakaCode’s published pricing (https://shakaflow.com/pricing) or under a separate written agreement with ShakaCode.

3. Copyright grant

ShakaCode grants you a non-exclusive, worldwide, royalty-free license to use, copy, modify, and create derivative works of the software, and to distribute copies and derivative works, in each case only as allowed by these terms. Each release’s container image includes the application’s source code, except its test suite, under these terms.

4. Free uses

The following uses are free of charge for anyone, at any organization size:

a. reading and studying the source code; b. installing, configuring, modifying, and testing the software in development, test, staging, or demonstration setups, meaning Slack workspaces, repositories, and trackers that exist to try or build the software rather than to manage your organization’s real work, with no time limit; c. education and training of people, tutorials, demonstrations, and academic research, in each case not directed at developing, operating, or managing the work of your organization’s own products, services, or teams; d. personal and hobby projects; e. managing the work of a public open-source project distributed under a license approved by the Open Source Initiative, where the repositories and trackers the software reads are publicly available and the use is primarily for that project’s benefit, and not for a proprietary product or service.

In addition, production use is free of charge:

f. for any organization, during its Free Year, with no payment card, seat count, or registration required; and g. at any time, for a Small Organization, and for a Charity, an Educational Institution, or a Hospital at any size. If your organization is one of these, nothing in Section 5 applies to you.

5. Paid uses

Production use after your organization’s Free Year, by an organization that is not a Small Organization, a Charity, an Educational Institution, or a Hospital, requires a Subscription. This includes, without limitation, running the software on the work of your organization’s teams, and services or deliverables built on the software.

Whose use it is. Production use belongs to the organization whose teams’ work the software manages. If you install or operate the software for a client’s teams, or in a client’s Slack workspace, the use is the client’s: the client’s status and Free Year decide whether the use is free, and any required Subscription must be held by, or purchased for the benefit of and identifying, that client. You may rely on a client’s written self-certification of its status.

In any conflict between Section 4(b) or 4(c) and this Section 5, use described in this Section 5 is production use. This does not limit free production use under Section 4(f) or 4(g).

6. Subscriptions and price

One Subscription covers your whole organization: all of its teams, managers, developers, Slack workspaces, and installations, at one flat price that does not depend on the number of seats, teams, or users, or on usage.

The Subscription price that applies to your organization when its Free Year ends must have been published at https://shakaflow.com/pricing for at least 90 days before that day. If it has not, your Free Year continues until that price has been published there for 90 days.

A Subscription is governed by the subscription terms or order form under which it is purchased. Those terms may not charge by seats, teams, users, or usage, and may not shorten your Free Year or the free uses in Section 4. If a required Subscription expires or is terminated, your production use remains licensed for 30 days while you renew or wind down; a renewed Subscription starts on the day the previous one ended. ShakaCode and you may enter a separate written agreement, signed by both, that supplements or supersedes these terms.

7. No hosted offering

You may not provide the software, or a service whose value comes substantially from it, to third parties as a hosted, managed, embedded, or bundled offering without a separate written agreement with ShakaCode. Running the software for your own organization, including on infrastructure that a contractor or cloud provider operates on your behalf, is not an offering to third parties. Each organization whose teams’ work the software manages must qualify for free use on its own or hold its own Subscription.

8. Trust, self-certification, and true-up

These terms are enforced by trust, not technology: the software contains no license keys, activation, or usage telemetry, and sends nothing to ShakaCode. You are responsible for determining in good faith whether your use is free or paid and when your Free Year started. You may tell ShakaCode at support@shakaflow.com when your Free Year starts so that we can remind you before it ends; telling us is optional and is never a condition of any free use.

If your organization stops qualifying as a Small Organization and is not a Charity, an Educational Institution, or a Hospital, your production use remains licensed for 60 days after the change, or until the end of your Free Year if that is later; after that, continued production use requires a Subscription. No payment is owed for use during that window, and the obligation is not avoided by re-qualification within 12 months of the change.

If you discover in good faith that past use required a Subscription, purchasing the applicable Subscription within 60 days of discovery is full compliance, and no back payment is owed for the good-faith period. If your organization made production use requiring a Subscription without a good-faith basis for treating it as free, ShakaCode may require payment of the applicable subscription fees for the period of that use, up to 24 months.

You must not misrepresent your organization, its size or status, the start of your Free Year, or your license status, to ShakaCode or to anyone else.

9. Redistribution and notices

Copies and derivative works must be licensed under these same terms and must retain these terms, all copyright notices, and the SPDX identifier LicenseRef-ShakaFlow-1.0.

10. Patents

ShakaCode grants you a license under any patent claims it can license that are necessarily infringed by the software, only for uses allowed by these terms. This patent license ends immediately if you or your organization initiate a patent claim (excluding counterclaims and cross-claims filed in response to a patent claim first brought against you) alleging that the software infringes a patent.

11. Trademarks

These terms grant no rights in ShakaCode’s or ShakaFlow’s names, logos, or trademarks, except for truthful factual references.

12. Per-version terms, breach, and cure

These terms apply per version: the terms delivered with a version of the software govern that version permanently, and patch and security releases of a version line remain under that line’s terms. Later versions may be offered under different terms.

If you breach these terms, your license ends automatically 30 days after ShakaCode provides written notice of the breach, unless you cure it within that period; upon cure, your license is reinstated retroactively. Curing continued production use during a lapsed Subscription includes payment of the applicable fees for the lapsed period.

13. Disclaimer and limitation of liability

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHAKACODE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE OR THESE TERMS, AND SHAKACODE’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS YOU PAID SHAKACODE FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE.

14. Assignment, governing law, and miscellaneous

You may assign these terms, together with any active Subscription, to a successor in connection with a merger, acquisition, or sale of substantially all assets, upon notice to ShakaCode; these terms are otherwise non-transferable. These terms are governed by the laws of the State of Hawaii, USA, excluding its conflict-of-law rules, with exclusive jurisdiction and venue in the state and federal courts located in Honolulu, Hawaii. If a provision of these terms is unenforceable, the remainder stays in effect. These terms, together with any subscription agreement, are the entire agreement about the software.

15. Questions and commercial licensing

contact@shakacode.com · https://shakaflow.com/pricing · https://github.com/shakacode/commercial-licensing

Machine-readable summary (informative)

license_name: The ShakaFlow License 1.0
spdx_id: LicenseRef-ShakaFlow-1.0
type: source-available, trust-based
covers: self-hosted software (source, container images, setup bundle, docs)
hosted_service: Terms of Service at https://shakaflow.com/terms-of-service
free_year_months: 12             # once per organization, from its first production use
free_production_use_if_all:
  max_org_headcount_fte: 10        # exclusive; whole control group
  max_ttm_revenue_usd: 1000000     # exclusive; trailing 12 months
  max_lifetime_outside_capital_usd: 1000000  # exclusive
free_production_use_if_any:
  - charity                        # recognized charitable / public-benefit org, any size
  - educational_institution        # school, college, university, any size
  - hospital                       # licensed inpatient care provider, any size
always_free: [read, study, install_modify_test_in_non_production_setups, education, personal, public_oss_projects]
paid: one flat subscription per organization after the Free Year, never per seat or usage
price_published_days_before_free_year_ends: 90   # the applicable price; otherwise the Free Year continues
free_year_requires: nothing  # no card, no seat count, no registration
enforcement: trust  # no keys, no telemetry, nothing sent to ShakaCode
per_version_terms: true
pricing_url: https://shakaflow.com/pricing
contact: contact@shakacode.com