Software License Agreement
The terms under which Yeetline licenses the Yeetline software to a company or a government body: a commercial licence for software that stays proprietary, with the notice federal procurement requires.
1. Definitions
“Licensor” means Yeetline. “Licensee” or “you” means the person or organisation that has obtained the Software under an order, quotation, or written agreement with Licensor (an “Order”). “Software” means the Yeetline server, its web application, its phone and desktop applications, its deployment tooling, and any updates, documentation or source code Licensor provides under an Order — in this deployment, Yeetline. “Instance” means one running installation of the server, however many nodes it spans.
2. Grant of Licence
Subject to this Agreement and to payment of the fees in the Order, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable licence, for the term of the Order, to install and run the Software on infrastructure Licensee owns or controls, for the number of Instances and users the Order states, for Licensee's internal business or governmental purposes — including making it available to Licensee's own employees, contractors, members and constituents as end users.
Licensee may make copies of the Software as reasonably needed for backup, testing and disaster recovery, provided each copy carries Licensor's proprietary notices.
3. Restrictions
Except as this Agreement or applicable law expressly permits, Licensee shall not: (a) distribute, sell, rent, lease, lend, sublicense or otherwise make the Software available to any third party, or offer it as a hosted service to anyone but Licensee's own end users; (b) copy, modify, translate or create derivative works of the Software; (c) reverse engineer, decompile or disassemble any part of it that is not provided in source form, except to the extent the law where Licensee is established forbids this restriction; (d) remove or alter any proprietary notice; (e) use the Software to build a product that competes with it; (f) circumvent any licence control or Instance limit; or (g) exceed the Instances or users the Order allows.
4. Source Code and Modifications
Where Licensor provides source code, it is provided under this Agreement and confers no open-source rights. Licensee may modify the source solely to configure, integrate and run the Software within the licence above; modifications are derivative works owned by Licensor, licensed back to Licensee under this Agreement, and are not covered by any warranty or support obligation unless Licensor agrees in writing.
The Software incorporates third-party components, each of which is governed by its own licence as identified in the documentation; nothing in this Agreement restricts rights those licences grant.
5. Ownership
The Software is licensed, not sold. Licensor and its licensors retain all right, title and interest in the Software, including all intellectual-property rights, and reserve every right not expressly granted here. Licensee owns the data it stores in and transmits through its Instances; Licensor has no access to it and claims no right in it. If Licensee provides suggestions or feedback, Licensor may use them without obligation.
6. Fees, Term and Termination
Fees, the licence term and any renewal are as stated in the Order. Either party may terminate this Agreement on written notice if the other materially breaches it and fails to cure within thirty (30) days of notice, or immediately if the breach cannot be cured. On termination or expiry the licence ends, Licensee shall stop using the Software and, within thirty (30) days, delete or return every copy and certify that in writing on request — except that Licensee may retain one archival copy solely to read its own data. Fees paid are non-refundable except as the Order provides. Sections 5 and 9 through 15 survive termination.
7. Support and Updates
Support, maintenance and updates are provided as the Order states. Updates provided under an Order are Software and are licensed under this Agreement. Licensor may require Licensee to install an update to remain supported.
8. Confidentiality
The Software, its source code, its documentation, its pricing and any non-public information a party marks or reasonably identifies as confidential is Confidential Information. Each party shall protect the other's Confidential Information with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisers who need it and are bound to keep it confidential — or where the law requires, with notice to the other party where notice is lawful. Information that is public through no fault of the recipient, independently developed, or lawfully received from a third party is not Confidential Information.
9. Warranty
Licensor warrants that for ninety (90) days from delivery the Software will perform materially as described in its documentation when used as the documentation directs. Licensee's sole remedy for a breach of this warranty is, at Licensor's option, repair, replacement or a refund of the fees paid for the non-conforming Software on return of it. EXCEPT FOR THIS WARRANTY, THE SOFTWARE IS PROVIDED “AS IS”, AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Licensor does not warrant that the Software is error-free, that it will operate without interruption, or that its encryption cannot be defeated by a compromised device, a weak passphrase or a vulnerability not yet known.
10. Limitation of Liability
TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY. LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES LICENSEE PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to a party's indemnification obligations, to a breach of confidentiality, to Licensee's use of the Software beyond the licence granted, or to liability that cannot be limited by law.
11. Intellectual-Property Indemnity
Licensor shall defend Licensee against any third-party claim that the Software, used as permitted here, infringes a patent, copyright or trademark or misappropriates a trade secret, and pay the damages and costs finally awarded or agreed in settlement — provided Licensee notifies Licensor promptly, gives Licensor sole control of the defence and settlement, and reasonably cooperates. If such a claim is made or appears likely, Licensor may procure the right for Licensee to continue using the Software, modify it to be non-infringing, or, failing both, terminate the licence and refund the prepaid fees for the remaining term. Licensor has no obligation for a claim arising from a modification not made by Licensor, from combination with anything Licensor did not supply, or from use after Licensor has provided a non-infringing alternative.
12. Export Control and Sanctions
The Software contains encryption and may be subject to export, re-export and import controls, including the U.S. Export Administration Regulations and the sanctions programmes administered by the U.S. Treasury's Office of Foreign Assets Control, and their equivalents elsewhere. Licensee shall comply with all such laws, and represents that it is not, and is not owned or controlled by, a person or entity on any government restricted-party list, and will not export or re-export the Software to any embargoed destination or prohibited end use.
13. U.S. Government End Users
The Software and its documentation are “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 (FAR) and 48 C.F.R. §§ 227.7202-1 through 227.7202-4 (DFARS), developed at private expense. Consistent with those provisions, the Software is licensed to U.S. Government end users (a) only as commercial items and (b) with only those rights granted to all other end users under this Agreement. Any technical data provided is likewise commercial and subject to this Agreement. If any provision here is inconsistent with federal law applicable to the agency, the minimum modification needed to comply with that law applies, and the remainder stands.
14. Verification
No more than once in any twelve (12) months, on thirty (30) days' written notice and during normal business hours, Licensor may verify Licensee's compliance with the Instance and user limits in the Order, by written self-certification in the first instance and, if reasonably needed, by an audit that does not access Licensee's data and disrupts Licensee's operations as little as practicable. Use beyond the Order will be invoiced at the then-current rates.
15. Governing Law and Disputes
This agreement is governed by the laws of the jurisdiction in which Yeetline is established, without regard to its conflict-of-laws rules, and the courts there have exclusive jurisdiction over any dispute arising from it.
Where Licensee is a government body whose law forbids it from agreeing to a governing law or venue, this section applies only to the extent that law permits, and the law that governs that body applies instead.
16. General
This Agreement, with the Order, is the entire agreement between the parties about the Software and supersedes every prior or contemporaneous understanding; if the Order and this Agreement conflict, the Order prevails. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business, on notice. A waiver must be in writing; a term found unenforceable is enforced to the extent permitted and the rest stands. Notices must be in writing to the addresses in the Order. Neither party is liable for a failure caused by events beyond its reasonable control, other than a failure to pay. The parties are independent contractors.
This page is generated by the software from this deployment's settings, so what it promises is what the server does. It is a starting point, not legal advice: the operator should have it reviewed by counsel before relying on it.