Commercial LTS Agreement

Software License Agreement

This Software License Agreement (“Agreement”) is made and entered into as of the effective date (“Effective Date”) by and between Jadaptive Limited, with a principal place of business at Denby House, Taylor Lane, Loscoe, Derbyshire, DE75 7AB, United Kingdom (“Licensor”) and the subscriber (“Licensee”).

General
11.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.
11.2 This Agreement may only be amended by a written document signed by authorized representatives of both parties.
11.3 Licensee may not assign or transfer this Agreement without the prior written consent of Licensor.
11.4 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. The parties explicitly agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from applying to this Agreement.
11.5 Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England sitting in London.

Definitions
1.1 “Software” refers to the specific Jadaptive software product, module, appliance container, or binary component specified in the applicable subscription order, including all updates, enhancements, modifications, revisions, and replacements thereof provided under this Agreement.
1.2 “Subscription Period” refers to the period during which the Licensee has subscribed to receive updates and features for the Software, as specified in the subscription order.
1.3 “Open Source Version” refers to the version of the Software licensed under an open-source framework (such as the LGPL), where applicable.
1.4 “Commercial Version” refers to the branch of the Software provided under this Agreement, which includes additional updates, bug fixes, optimization modules, and features not available in the Open Source Version.
1.5 “Perpetual License” means the perpetual, non-exclusive, non-transferable license granted to the Licensee to use any version of the Software released and delivered to the Licensee during their active Subscription Period.

License Grant
2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Perpetual License to use the Commercial Version of the Software released during the Subscription Period for one named product or deployment environment only, as specified in the subscription order.
2.2 The Licensee may use the Software for the development, integration, distribution, or internal operations of their one named software product or system architecture.
2.3 The Licensee may not:
(a) Sell, sublicense, distribute, or otherwise transfer the Software except as an integrated part of the Licensee’s approved software products or operations.
(b) Reverse engineer, decompile, or disassemble the Software, except to the extent such activities are expressly permitted by applicable law.
(c) Use the license in multiple distinct software products or in any other deployment context other than their one named software product or specified system environment.

Subscription and Delivery
3.1 Licensee agrees to subscribe to receive updates and new features of the Commercial Version of the Software for the agreed Subscription Period.
3.2 The Licensor will provide the Licensee with access to the Software releases, updates, and features through a secure digital delivery method.

Fees and Payment
4.1 Licensee agrees to pay the subscription fees as set forth in the subscription order. All fees are non-refundable.
4.2 Invoices are payable within thirty (30) days of the invoice date unless otherwise agreed in writing.

Intellectual Property Rights
5.1 The Software is licensed, not sold. All rights, title, and interest in and to the Software, including all intellectual property rights therein, remain exclusively with Licensor.
5.2 Licensee acknowledges that the structure, organization, and code of the Software are valuable trade secrets of Licensor.

Confidentiality
6.1 Licensee agrees to maintain the confidentiality of all non-public information provided by Licensor, including the Software source layouts or private access keys, and to use such information only as permitted under this Agreement.
6.2 The obligation of confidentiality does not apply to information that:
(a) Is or becomes publicly known through no breach of this Agreement by Licensee.
(b) Is rightfully received from a third party without breach of any obligation of confidentiality.
(c) Is independently developed by Licensee without use of or reference to Licensor’s confidential information.

Warranties and Disclaimers
7.1 Licensor warrants that it has the right to grant the licenses set forth in this Agreement.
7.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.

Limitation of Liability
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 LICENSOR’S MAXIMUM CUMULATIVE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNIFICATION, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Term and Termination
9.1 This Agreement is effective as of the Effective Date and continues until terminated in accordance with Section 9.2.
9.2 Either party may terminate this Agreement if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.
9.3 Upon termination solely due to a material breach committed by the Licensee under Section 9.2, Licensee shall immediately cease using the Software and destroy all copies in its possession. For the avoidance of doubt, the natural expiration or non-renewal of a Subscription Period does not constitute a termination under this section and does not invalidate the Perpetual License rights granted under Section 1.5.

Indemnification
10.1 No Infringement Warranty
Licensor warrants that the Software, trademarks, copyrights, and trade names referred to in this Agreement do not knowingly violate or infringe any patent, copyright, trademark, trade secret, or other proprietary right of any third party. Licensor will promptly notify Licensee if it becomes aware of any claim or any facts upon which a claim could be based.
10.2 Intellectual Property Protection
Licensor will, at Licensee’s option, defend and hold harmless Licensee and its wholly-owned subsidiaries from any third-party claim, suit, or proceeding alleging that the Software constitutes a direct infringement of a third party’s patent, copyright, trademark, or trade secret. Licensor agrees to pay damages and costs finally awarded with respect to such claim or agreed to in a settlement authorized by Licensor. If use of the Software is enjoined, Licensor will, at its own expense and option: (i) procure for Licensee the right to continue use, (ii) replace the same with a non-infringing program of equivalent function, or (iii) modify it so it becomes non-infringing. Licensor will have no responsibility for claims arising from unauthorized modifications made by Licensee or combinations with products not contemplated herein.
10.3 Cap on Indemnity
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, LICENSOR'S TOTAL AGGREGATE LIABILITY, DEFENSE OBLIGATIONS, AND INDEMNIFICATION EXPOSURE UNDER THIS SECTION 10 SHALL BE STRICTLY SUBJECT TO, AND CAPPED BY, THE LIMITATION OF LIABILITY CEILING SET FORTH IN SECTION 8.2.

IN WITNESS WHEREOF, the parties hereto have executed this Software License Agreement as of the Effective Date.

Jadaptive Limited

By: _________________

Name: _______________

Title: ________________

Licensee

By: _________________

Name: _______________

Title: ________________