License in plain English
While you’re a subscriber, you’ll receive regular Substrate software updates (currently monthly), both source and binary. The authors will be available for personalized support and architectural review.
Should you ever decide to cancel your subscription, you’ll retain your license to the last version of Substrate released prior to cancellation, forever. You’ll be free to continue using it within your company. You’ll be free to modify its source code as you see fit for use within your company, though you won’t have support from the authors. You will not have the right to open-source Substrate yourself.
License in legal English
Source & Binary
Software License and Subscription Terms
This Software License and Subscription Terms (the “Agreement”) is between Source & Binary, LLC, a California limited liability company (“Licensor”) and the party listed on the signature line below (“Licensee”) as of [date] (the “Effective Date”).
“Authorized User” means an employee of Licensee who Licensee permits to access and use the Software or Documentation.
“Documentation” means any user manuals or guides relating to the Software that Licensor provides to Licensee either electronically or in hard copy form.
“Software” means Licensor’s proprietary software called Substrate, described on Exhibit A, and any Updates provided to current licensees of the Software.
“Support” means support services provided by Licensor pursuant to an annual subscription for the Software and Updates.
“Third Party Products” means any third-party products provided with or incorporated into the Software, including any open-source software.
“Updates” means updates, bug fixes, patches, or other error corrections to the Software that Licensor makes available to current licensees of the Software.
License Grant. Subject to and conditioned on Licensee’s payment of fees and compliance with this Agreement payment, Licensor hereby grants Licensee a worldwide, non-exclusive, non-sublicensable, and non-transferable license to (i) use and otherwise take full lawful advantage of the Software solely for Licensee’s internal business purposes and (ii) use and make a reasonable number of copies of the Documentation in connection with Licensee’s use of the Software (collectively, “License”). Notwithstanding the foregoing, if Licensee is acquired by another company, Licensee may transfer the License to the purchasing company as part of the acquisition.
Use Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the License. Licensee may modify the source-code in the Software for Licensee’s internal business purposes, but Licensee may not use the Software in any manner or for any purpose that infringes any third party’s intellectual property rights.
Licensee Responsibilities. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee. Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee.
Fees and Payment.
Fees. The annual fee for the License and subscription is $[fee] (“Fee”). Unless otherwise agreed in writing by Licensor: (i) Licensee shall pay the Fee in advance for each annual license term; and (ii) Licensee shall make all payments via credit card or ACH in US dollars on or before the agreed date. If Licensee opted for autorenewal, the annual license fee will be automatically charged to Licensee’s payment method upon renewal.
Late Payment. If Licensee fails to make payment when due, Licensor may charge interest at the rate of 1.5% per month. If Licensee fails to make payment fifteen days after receiving written notice from Licensor, then Licensor may prohibit Licensee’s access to the Software and Support.
Taxes. All Fees are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes imposed on the Software or Support, other than any taxes imposed on Licensor’s income.
Intellectual Property and Feedback.
Ownership. Licensee acknowledges that, as between Licensor and Licensee, Licensor owns all right in and to the Software and Documentation. With respect to Third-Party Products, the applicable third-party licensors own all right, title and interest, including all intellectual property rights, in and to the Third-Party Products.
Feedback. If Licensee (or its employees or contractors) advises Licensor of any recommended changes, comments or suggestions regarding the Software or Documentation (“Feedback”), Licensor can use the Feedback without any attribution or compensation to Licensee.
Publicity. Licensor may publicize the fact that Licensee uses the Software and, subject to any reasonable restrictions imposed by Licensee, utilize Licensee’s trade name(s) and trademark(s) in connection with Licensor’s publicity.
Warranties and Disclaimer. Except as provided in this Agreement, the Software, Documentation, and Support are provided “AS IS” and without other warranty. Licensor makes no warranty that the Software, Documentation, or Support will meet Licensee’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other service or be secure, accurate, complete, free of harmful code, or error free. Licensor disclaims all warranties, express or implied, including any warranties of fitness for a particular purpose, merchantability, and non-infringement.
Limit on Liability. Licensor’s maximum liability in any action relating to the subject of this Agreement is limited to the total fees under this Agreement. Licensor is not liable for any claim for lost profits or consequential damages, even if foreseeable and regardless of the form of action. These limitations are subject to applicable law.
Indemnification. Licensee shall indemnify Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee’s, or any Authorized User’s: (i) negligence or willful misconduct; (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee. Licensee may not settle any Third-Party Claim against Licensor unless the settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to the settlement. Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Term and Termination.
Term. The term of this Agreement begins on the Effective Date and has an initial term of one year. If Licensee opted for autorenewal, this Agreement will automatically renew for successive one-year terms. The Parties may also agree in writing (email suffices) to annual renewals.
Termination. Either party may terminate this Agreement: (i) for its convenience effective on written notice; or (b) effective on written notice if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 15 days after the non-breaching Party provides the breaching Party with written notice of such breach.
Effect of Termination. Upon termination the following will occur: (i) Licensee will no longer have access to Updates or Support for the Software (Licensee may, however, continue using the version of the Software Licensee was using prior to termination). If Licensor terminates this Agreement for its convenience, it will issue a prorated refund for any prepaid period. No refunds will be issued in any other circumstance.
Governing Law and Jurisdiction. California law governs this Agreement. The state and federal courts of San Francisco County, California are the exclusive venues for resolving any disputes under this Agreement and the parties consent to the jurisdiction of those courts.
Assignment. Licensee may not assign this Agreement without the prior written consent of Licensor. Licensor’s consent will not unreasonably withhold consent. If assigned, this Agreement shall be binding on and inure to the benefit of parties and their respective successor and permitted assigns.
Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
Consent to the Use of Data. Licensee consents to Licensor’s use of information provided by Licensee in connection with Licensee’s use of the Software and the Support. Licensor may use this information to improve the Software and its other products and services, but will not disclose this information in a form that identifies Licensee.
This Agreement. This Agreement is the entire agreement of the parties with respect to its subject. All prior and contemporaneous agreements are superseded. This Agreement may only be amended by a writing signed by both parties. This Agreement may be signed in counterparts. Each counterpart constitutes an original and all together constitute a single agreement. If any term of this Agreement is determined to be unenforceable, the remainder of this Agreement will not be affected. This Agreement was negotiated by sophisticated parties and will not be construed in favor of or against either party.
Agreed as of the Effective Date.