Software License Agreement

Parties: AGLedger LLC (“Licensor”) and the entity identified on the Order Form (“Licensee”).

1. Definitions

2. License grant

2.1 Grant

Subject to the terms of this Agreement and payment of fees specified in the Order Form, Licensor grants Licensee a non-exclusive, non-transferable, worldwide, perpetual license to install, copy, and use the Licensed Software on the number of Database Instances specified in the Order Form, solely for Licensee’s internal business purposes.

2.2 Deployment modes

The license includes the right to operate the Licensed Software in any supported deployment mode (Standalone, Gateway, or Hub) without additional fees. Federation between licensed AGLedger instances is included at no surcharge.

2.3 High availability

HA Replicas maintained for failover, disaster recovery, or read scaling of a licensed Database Instance are included at no additional cost, provided such replicas do not independently serve distinct workloads that would otherwise require a separate license. For avoidance of doubt, a read replica serving queries against the same data recorded by a licensed Database Instance is permitted; a replica that records new accountability data from independent processes requires a separate license.

2.4 Non-production use

For each licensed production Database Instance, Licensee may operate up to three (3) non-production instances (development, staging, testing, or CI) at no additional cost.

2.5 Developer Edition

2.6 Distribution methods

The Licensed Software may be distributed via Docker Hub, Helm OCI registries, GitHub Releases, air-gap bundles, or other distribution channels designated by Licensor. Download or use through any distribution method constitutes acceptance of this Agreement. Third-party distribution platforms (Docker Hub, GitHub, etc.) may have their own terms of service which apply to your use of those platforms independently of this Agreement.

3. License restrictions

4. Source code access

4.1 Grant

4.2 Restrictions

Source Code is provided under the same license restrictions as the object code (Section 3). Licensee shall not distribute, publish, disclose, or make available the Source Code to any third party without Licensor’s prior written consent.

4.3 Modifications

Licensee may create modifications to the Source Code for internal use. Licensor retains no rights to Licensee’s modifications. Licensee may not distribute modifications externally. Licensor is not obligated to provide support for modified versions of the Licensed Software.

4.4 Confidentiality

Licensee shall treat Source Code as Confidential Information of Licensor and protect it with at least the same degree of care Licensee uses for its own confidential information, but no less than reasonable care.

5. Fees and payment

5.1 License fees

Licensee shall pay the one-time perpetual license fees specified in the Order Form. As of the effective date of this Agreement, the standard license fee is $8,000 USD per Database Instance.

5.2 Support fees

If Licensee elects to purchase Support, Licensee shall pay the annual Support fees specified in the Order Form. Support is governed by the Support Terms.

5.3 Payment terms

All fees are due within thirty (30) days of invoice date. Fees are non-refundable except as expressly stated in this Agreement.

5.4 Taxes

Fees are exclusive of taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor’s income.

6. Support and maintenance

6.1 Support subscription

Support is available as an annual subscription governed by the Support Terms. Support includes access to Updates, new versions, and technical assistance.

6.2 Security fixes

Licensor shall make Security Fixes available to all Licensees holding a valid perpetual license, regardless of whether Licensee maintains an active Support subscription. Security Fixes are provided for Supported Versions (as defined in the Support Terms). Licensor shall use commercially reasonable efforts to release Security Fixes in accordance with the timelines set forth in the Support Terms (7 days for Critical, 30 days for High severity).

6.3 Scope

Security Fixes are limited to remediation of security vulnerabilities and do not include feature enhancements, performance improvements, or non-security bug fixes.

7. Intellectual property

7.1 Ownership

Licensor retains all right, title, and interest in and to the Licensed Software, Source Code, Documentation, and all intellectual property rights therein. This Agreement does not convey any ownership interest to Licensee.

7.2 Feedback

If Licensee provides suggestions, enhancement requests, or other feedback regarding the Licensed Software, Licensor may use such feedback without restriction or obligation.

7.3 Open source components

The Licensed Software may include third-party open source components, each subject to its own license terms. A list of such components and their licenses is included with the Licensed Software. In the event of a conflict between this Agreement and an open source license, the open source license governs solely with respect to that component.

8. Confidentiality

8.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, including Source Code, pricing, technical specifications, and business plans. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is received from a third party without restriction.

8.2 Obligations

Each party shall: (a) use Confidential Information solely for purposes of this Agreement; (b) protect Confidential Information with at least reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors with a need to know, who are bound by confidentiality obligations at least as protective as this Section.

8.3 Compelled disclosure

A party may disclose Confidential Information if required by law or court order, provided it gives the other party prompt written notice (to the extent legally permitted) and cooperates in seeking a protective order.

9. Warranty and disclaimer

9.1 Limited warranty

Licensor warrants that for thirty (30) days following initial delivery of the Licensed Software to a paid Licensee under an Order Form (“Warranty Period”), the Licensed Software will substantially conform to the Documentation when used in accordance with the Documentation and on a supported platform. This warranty is personal to the original paid Licensee and is not transferable. The Warranty Period is not extended or renewed by any Update or new version.

9.2 Exclusive remedy

If Licensee gives Licensor written notice of a verifiable, reproducible non-conformity within the Warranty Period, Licensor shall, at its sole option: (a) use commercially reasonable efforts to repair or replace the non-conforming Software within a reasonable time; or (b) refund the license fees actually paid by Licensee for the affected Database Instance and terminate the license for that Database Instance. This is Licensee’s sole and exclusive remedy for breach of warranty, in lieu of all other remedies at law or equity. Licensor has no warranty obligation for claims first reported after the Warranty Period.

9.3 Exclusions

This warranty does not apply to, and Licensor has no liability for: (a) any modifications to the Licensed Software made by anyone other than Licensor; (b) use not in accordance with the Documentation or this Agreement; (c) issues caused by third-party software, hardware, operating system, database, network, or other infrastructure; (d) non-production environments, including Non-Production Use under Section 2.4; (e) Developer Edition use, which is governed by Section 2.5; (f) use after Licensee has failed to apply a fix, workaround, or update made available by Licensor; or (g) force-majeure events or causes outside Licensor’s reasonable control.

9.4 Disclaimer

Except for the express warranty in Section 9.1, the Licensed Software is provided “as is” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Licensor does not warrant that the Software will be error-free or uninterrupted.

10. Limitation of liability

The limitations in this Section 10 reflect a deliberate allocation of risk between the parties, are a material inducement to Licensor to enter into this Agreement at the stated fee levels, and shall apply notwithstanding any failure of essential purpose of any limited remedy and regardless of the theory of liability (contract, tort, strict liability, statute, or otherwise). Licensee acknowledges that Licensor would not license the Licensed Software on the economic terms of this Agreement without these limitations.

10.1 Exclusion of consequential damages

Neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, loss of use, cost of cover or substitute procurement, or business interruption, arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages.

10.2 Aggregate cap

Licensor’s total aggregate liability arising out of or related to this Agreement (including any Order Form, Support Terms, Service Level Agreement, and Data Processing Agreement incorporated hereunder) shall not exceed the lesser of: (a) the total fees actually paid by Licensee to Licensor under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) ten thousand U.S. dollars ($10,000) (the “Licensor Cap”), provided that for a Licensee that has paid any fees to Licensor under this Agreement, the Licensor Cap shall in no event be less than one thousand U.S. dollars ($1,000) or the total license fees paid for the affected Database Instance, whichever is less.

For the avoidance of doubt, the Licensor Cap is measured by fees actually paid to Licensor, not fees that may have been invoiced, accrued, or anticipated. A perpetual license fee paid more than twelve (12) months before the event does not count toward item (a), but the minimum floor in this Section 10.2 applies for as long as Licensee holds a valid paid license. The minimum floor does not apply to Developer Edition use (see Section 10.4).

Licensee’s total aggregate liability (other than for the carve-outs in Section 10.3) arising out of or related to this Agreement shall not exceed the same amount.

10.3 Carve-outs (asymmetric)

The limitations in Sections 10.1 and 10.2 do not apply to the following obligations of Licensee, which are uncapped:

The Licensor Cap does apply to Licensor’s indemnification obligations under Section 11.1 and to any claim arising from Licensor’s breach of confidentiality, except to the extent applicable law prohibits such limitation.

To the extent applicable law prohibits the limitation of liability for gross negligence, willful misconduct, fraud, or for death or bodily injury caused by a party’s negligence, the limitations in this Section 10 do not apply to such liability solely to the extent required by that applicable law; in all other cases, those limitations apply in full.

10.4 Developer Edition — no liability

Notwithstanding any other provision of this Agreement, Licensor’s total aggregate liability to a user of the Licensed Software under the Developer Edition (Section 2.5) shall not exceed one hundred U.S. dollars ($100).

The Developer Edition is provided “as is” without the warranty in Section 9.1, without the indemnification in Section 11.1, without Support, and without any service level commitment. The exclusions in Section 10.1 apply in full to Developer Edition use. By downloading, installing, or running the Licensed Software under the Developer Edition, the user agrees that these limitations are the sole and exclusive allocation of risk for no-fee use and that Licensor would not offer a Developer Edition absent these limitations.

10.5 Time to file claims

Any claim or cause of action arising out of or related to this Agreement must be commenced within one (1) year after the cause of action accrues, to the maximum extent permitted by applicable law. After that period, the claim is permanently barred.

10.6 Essential purpose

The parties agree that the limitations of liability in this Section 10 apply even if any exclusive remedy provided in this Agreement fails of its essential purpose.

11. Indemnification

11.1 By Licensor

Licensor shall defend, indemnify, and hold harmless Licensee from third-party claims alleging that the Licensed Software, as provided by Licensor and used in accordance with this Agreement, infringes a third party’s patent, copyright, trademark, or trade secret. If the Licensed Software is found to infringe, Licensor shall, at its option: (a) obtain the right for Licensee to continue use; (b) modify the Software to be non-infringing; (c) replace the Software with a non-infringing alternative; or (d) terminate the license and refund fees paid.

11.2 Exclusions

Licensor has no obligation under Section 11.1 for claims arising from: (a) modifications made by Licensee; (b) combination of the Licensed Software with third-party software or hardware not specified in the Documentation; (c) use after Licensor has provided a non-infringing replacement; or (d) use outside the scope of this Agreement.

11.3 By Licensee

Licensee shall defend, indemnify, and hold harmless Licensor from third-party claims arising from: (a) Licensee’s use of the Licensed Software outside the scope of this Agreement; or (b) data or content processed by the Licensed Software under Licensee’s control.

11.4 Procedure

The indemnified party shall: (a) promptly notify the indemnifying party; (b) grant the indemnifying party sole control of the defense; and (c) provide reasonable cooperation. The indemnified party may participate at its own expense.

12. Audit rights

12.1 Records

Licensee shall maintain accurate records of the number of Database Instances on which the Licensed Software is installed.

12.2 Audit

Licensor may audit Licensee’s use of the Licensed Software no more than once per twelve (12) month period. Licensor shall provide at least thirty (30) days’ prior written notice. Audits shall be conducted during normal business hours and shall not unreasonably interfere with Licensee’s operations.

12.3 Costs

If an audit reveals that Licensee has exceeded the licensed number of Database Instances by more than five percent (5%), Licensee shall pay the applicable license fees for the excess instances plus the reasonable cost of the audit. If the audit reveals compliance, Licensor shall bear all audit costs.

13. Term and termination

13.1 License term

The license granted under this Agreement is perpetual, subject to termination as provided in this Section.

13.2 Termination for cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.

13.3 Termination by Licensee

Licensee may terminate this Agreement at any time by ceasing all use of the Licensed Software, destroying all copies (including Source Code), and certifying destruction in writing.

13.4 Effect of termination

Upon termination for cause by Licensor: (a) all rights granted under this Agreement immediately cease, including Fail-Open Operation under Section 14; (b) Licensee shall immediately cease all use of the Licensed Software; (c) Licensee shall destroy all copies of the Licensed Software and Source Code; (d) Licensee shall certify destruction in writing within thirty (30) days.

13.5 Survival

Sections 4.4 (Source Code Confidentiality), 7 (IP), 8 (Confidentiality), 9.4 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12 (Audit — for 12 months post-termination), and this Section survive termination.

14. Post-expiration behavior

14.1 Fail-open operation

The Licensed Software is designed to operate independently of any external license validation service. License validation uses cryptographic signature verification (Ed25519) performed entirely locally. The Software does not require network connectivity to verify license status.

14.2 License key expiration

14.3 Perpetual right

For clarity: the perpetual license granted under Section 2.1 does not expire. This Section addresses only the technical behavior of license key validation mechanisms, not the legal rights granted under this Agreement.

15. Export compliance

15.1 Classification

The Licensed Software includes cryptographic functionality (Ed25519, AES-256-GCM, SHA-256, X25519) and is subject to the U.S. Export Administration Regulations (EAR).

Based on Licensor’s good-faith review of the EAR in effect as of the effective date of this Agreement, Licensor classifies the Licensed Software under ECCN 5D002 (information security software employing asymmetric and symmetric cryptography above EAR threshold key lengths). Licensor intends to rely on the following export authorities as applicable to each form of distribution:

This classification statement is provided as a good-faith statement of Licensor’s current reasonable belief; it is not a warranty of classification, and it does not relieve Licensee of its independent obligation to confirm the correct classification and license authority for Licensee’s particular use case, destination, and end-user. Licensor may update this classification if BIS or export counsel advises a different determination.

15.2 Restricted parties and destinations

Licensee shall not export, re-export, transfer, or release the Licensed Software, directly or indirectly:

15.3 Licensee compliance

Licensee shall comply with all applicable export, import, sanctions, and trade-control laws and regulations in its use, distribution, and sublicensing of the Licensed Software. Licensee represents that it is not located in, under the control of, or a national or resident of any country to which export is prohibited.

15.4 Information on request

Licensee may request from Licensor the current export classification number, associated license exception, encryption registration number (ERN), and any applicable classification correspondence with BIS.

16. General provisions

16.1 Governing law

This Agreement is governed by the laws of the State of Idaho, without regard to its conflict of laws provisions.

16.2 Dispute resolution

The parties shall attempt to resolve any dispute arising under this Agreement through good-faith negotiation for thirty (30) days. If unresolved, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association in Ada County, Idaho. Each party bears its own costs; the arbitrator may award costs and reasonable attorney fees to the prevailing party.

16.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement.

16.4 Notices

All notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form. Notices are effective upon receipt.

16.5 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions continue in full force and effect.

16.6 Entire agreement

This Agreement, together with all Order Forms, the Support Terms (if applicable), the Service Level Agreement (if applicable), and the Data Processing Agreement (if applicable), constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings. In the event of a conflict, the order of precedence is: Order Form, Data Processing Agreement (for data processing matters), this Agreement, Support Terms, Service Level Agreement.

16.7 Amendment

This Agreement may be amended only by a written instrument signed by both parties.

16.8 Force majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or infrastructure failures.

16.9 No waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

16.10 Compliance with laws

Each party shall comply with all laws, regulations, and orders applicable to its performance of this Agreement, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, other anti-bribery and anti-corruption laws, applicable data-protection laws, labor and employment laws, and economic sanctions and export-control laws referenced in Section 15. Neither party shall request, accept, offer, promise, or give anything of value to any person in a manner that would violate these laws in connection with this Agreement.

17. Contact

AGLedger LLC
Email: legal@agledger.ai
Web: https://agledger.ai