SHOTGUN_LICENSE

SHOTGUN PIPELINE TOOLKIT SOURCE CODE LICENSE

Version: 7/07/2013

Shotgun Software Inc. ("Company") provides the Shotgun Pipeline Toolkit,
software, including source code, in this package or repository folder (the
"Shotgun Toolkit Code") subject to your acceptance of and compliance with
the following terms and conditions (the "License Terms"). By accessing,
downloading, copying, using or modifying any of the Shotgun Toolkit Code,
you agree to these License Terms.

Eligibility

The following license to the Shotgun Toolkit Code is valid only if and while
you are a customer of Company in good standing with either: (a) a current,
paid-up (or free-for-evaluation) subscription or fixed-term license for
Company's Shotgun Platform; or (b) a perpetual license and current, paid-up
maintenance and support contract for the Shotgun Platform.

Shotgun Toolkit Code License

Subject to the eligibility criteria above and your compliance with these
License Terms, Company grants to you a non-exclusive, limited license to
reproduce, use, and make derivative works of (including by compiling object
code versions of) the Shotgun Toolkit Code solely for your non-commercial or
internal business purposes in connection with your authorized use of the
Shotgun Platform.

Company reserves all rights in the Shotgun Toolkit Code not expressly granted
above. These License Terms do not grant or require Company to grant, by
implication, estoppel, or otherwise, any other licenses or rights with respect
to the Shotgun Toolkit Code or any of Company's other software or intellectual
property rights. You agree not to take any action with respect to the Shotgun
Toolkit Code that is not expressly authorized above.

You must keep intact (and, in the case of copies, reproduce) all copyright
and other proprietary notices, including all references to and copies of these
License Terms, as originally included on, in, or with the Shotgun Toolkit
Code. You must ensure that all derivative works you make of the Shotgun
Toolkit Code contain or are accompanied by comparable and conspicuous notices
that the underlying Shotgun Toolkit Code is the confidential information of
Company and is subject to Company's copyrights and these License Terms.

No Redistribution or Disclosure

You acknowledge that the Shotgun Toolkit Code is and contains proprietary and
trade-secret information of Company. You may not distribute, disclose to any
third party, operate for the benefit of third parties (for example, on a
hosted basis), or otherwise commercially exploit the Shotgun Toolkit Code or
any portion or derivative work thereof without Company's separate and express
written consent. For purposes of this restriction, third parties do not
include your employees or agents acting on your behalf who are bound to abide
by these License Terms.

No Warranties or Support

The Shotgun Toolkit Code is provided "AS IS" and with all faults. Company
makes no warranties whatsoever, whether express, implied, or otherwise,
concerning the Shotgun Toolkit Code. Company has no obligation to provide
maintenance or technical support for the Shotgun Toolkit Code (unless
otherwise expressly agreed in a separate written agreement between you and
Company).

Liability

You agree to be solely responsible for your use and modifications of the
Shotgun Toolkit Code, and for any harm or liability arising out of such use
or modifications, including but not limited to any liability for infringement
of third-party intellectual property rights.

To the fullest extent permitted under applicable law, you agree that: (a)
Company will not be liable under these License Terms or otherwise for any
direct, indirect, incidental, special, consequential, or exemplary damages,
including but not limited to damages for loss of profits, goodwill, use, data
or other intangible losses, in relation to the Shotgun Toolkit Code or your
use or inability to use the Shotgun Toolkit Code, even if Company has been
advised of the possibility of such damages; and (b) in any event, Company's
aggregate liability under these License Terms or in connection with the
Shotgun Toolkit Code, regardless of the form of action and under any theory
(whether in contract, tort, statutory, or otherwise), will not exceed the
greater of $50 or the amount (if any) that you actually paid for access to
the Shotgun Toolkit Code.

Ownership

Company retains sole and exclusive ownership of the Shotgun Toolkit Code and
all copyright and other intellectual property rights therein. You will own any
derivative works you make to the Shotgun Toolkit Code, subject to: (a) the
preceding sentence; and (b) the provisions below regarding ownership of any
code you elect to contribute to Company.

Contributions

The following terms apply to any derivative works of the Shotgun Toolkit Code
(or any other materials) that you choose to contribute to Company.

For good and valuable consideration, receipt of which is acknowledged, you
hereby transfer and assign to Company your entire right, title, and interest
(including all rights under copyright) in: (a) any software code,
documentation, and/or other materials that you deliver to Company for
inclusion in, improvement of, use with, or documentation of Company's software
program(s), including but not limited to any code, documentation, and/or other
materials identified in a contribution form you submit to Company in an
applicable form designated by Company; and (b) any future revisions of such
code, documentation, and/or other materials that you make hereafter. The code,
documentation, other materials, and future revisions described above are
collectively referred to below as the "Contribution."

As used below, the "Company Programs" means and includes the Company software
program(s) identified on any contribution form you submit to Company, and any
other software into which Company incorporates or with which Company uses or
distributes the Contribution or any version or portion thereof.

Company grants you a non-exclusive right to continue to modify, make
derivative works of, reproduce, and use the Contribution for your
non-commercial or internal business purposes, and to further Company's
development of Company Programs. This grant does not: (a) limit Company's
rights, (b) grant you any rights with respect to the Company Programs; nor
(c) permit you to distribute, operate for the benefit of third parties (for
example, on a hosted basis), or otherwise commercially exploit the
Contribution.

You acknowledge that if Company elects to distribute the Contribution or any
version or portion thereof, it may do so on any basis that it chooses
(including under any proprietary or open-source licensing terms), without
further compensation to you.

You agree that if you have or acquire hereafter any patent or interface
copyright or other intellectual property interest dominating the Contribution
or any Company Programs (or use thereof), such dominating interest will not be
used to undermine the effect of the assignment set forth above. Accordingly,
Company and its direct and indirect licensees are licensed to make, use, sell,
distribute, and otherwise exploit, in the Company Programs and their future
versions and derivative works, without royalty or limitation, the subject
matter of the dominating interest. This license provision will be binding on
you and on any assignees of, or other successors to, the dominating interest.

You hereby represent and warrant that you are the sole copyright holder for
the Contribution and that you have the right and power to enter into this
contract. You shall indemnify and hold harmless Company and its officers,
employees, and agents against any and all claims, actions or damages
(including attorney's reasonable fees) asserted by or paid to any party on
account of a breach or alleged breach of the foregoing warranty. You make no
other express or implied warranty (including without limitation any warranty
of merchantability or fitness for a particular purpose) regarding the
Contribution.