Template — completed and signed with each engagement

NovaSuperSyn Software License

The license your business receives with an engagement. The summary is for reading; the numbered terms below it are the agreement.

This Software License (the "License") is between Licensor's legal name ("Licensor"), doing business as NovaSuperSyn, and Licensee's legal name ("Licensee"), and takes effect on date (the "Effective Date").

1Definitions

1. "Software" means the source code, configuration, and documentation that Licensor delivers to Licensee under the Statement of Work, as they stand on the delivery date. This includes NovaSuperSyn Office, the Accelerando system behind it, Agent Desk, the Agent Registry, and the written guidance and skill documents delivered with them. It does not include the Open Components.
2. "Open Components" means software included with or used by the Software that is made available under an open-source license, including the Agicore framework (MIT License) and third-party packages under their own licenses.
3. "Affiliate" means an entity that controls, is controlled by, or is under common control with Licensee, for as long as that control exists.
4. "Internal Business Purposes" means running Licensee's own business and that of its Affiliates. It does not include providing the Software, or a service substantially made of the Software, to anyone else.
5. "Modifications" means changes, additions, and derivative works that Licensee makes to the Software.
6. "Statement of Work" means the statement of work between the parties under which the Software is delivered.

2License grant

Subject to Licensee paying the fee in the Statement of Work and keeping to this License, Licensor grants Licensee a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, modify, and deploy the Software for its Internal Business Purposes. The license may not be sublicensed, and may be transferred only as Section 11 allows.

1. Affiliates. Licensee's Affiliates may use the Software under this License. Licensee is responsible for their compliance.
2. Contractors. Licensee may let contractors use and modify the Software solely on Licensee's behalf, under confidentiality terms at least as protective as Section 7. Licensee is responsible for their compliance.
3. People Licensee deals with. Licensee's customers, suppliers, and other counterparties may interact with Licensee's own deployment in the ordinary course of Licensee's business, for example by receiving a document from it or using a page it serves. That is not a breach of Section 3.
4. Copies. Licensee may make as many copies as it reasonably needs, including for backup, testing, and development.

3Restrictions

Licensee will not, and will not allow anyone else to:

1. sell, resell, rent, lease, license, sublicense, or otherwise distribute the Software or any Modification to any third party;
2. publish the Software's source code, or make it available to anyone not permitted by Section 2;
3. offer the Software, or a product or service substantially made of the Software, to third parties as a hosted, managed, or software-as-a-service offering;
4. install, deploy, configure, or customize the Software for a third party, or use it to provide consulting, implementation, or outsourcing services to a third party;
5. use the Software to build a product that is offered to third parties and competes with the Software; or
6. remove or alter copyright or license notices in the Software.

These restrictions apply to Modifications to the extent they contain or are derived from the Software.

4Ownership

1. The Software. Licensor owns the Software and all intellectual property rights in it. This License grants a license, not ownership. All rights not expressly granted are reserved.
2. Licensee's material. Licensee owns its data, its configuration, the guidance and skill documents its own people write, and the new material in its Modifications. Licensor receives no rights in any of these.
3. Feedback. If Licensee chooses to give Licensor suggestions about the Software, Licensor may use them without obligation. Licensee is never required to give any.

5Delivery, updates, and support

1. Licensor delivers the Software once, as it stands on the delivery date, in the manner described in the Statement of Work.
2. This License does not include updates, upgrades, new versions, bug fixes, maintenance, hosting, or support. Licensor has no obligation to provide any of them.
3. Any later version or further work is provided only under a new statement of work, and Licensee's rights in a later version are governed by the license delivered with it.

6Open Components

The Open Components are licensed to Licensee by their own licensors under their own licenses, copies of which accompany the Software. Nothing in this License limits Licensee's rights under those licenses, and this License's restrictions do not apply to the Open Components on their own.

7Confidentiality

The Software's source code is Licensor's confidential information. Licensee will protect it with at least the care it uses for its own confidential material, and no less than reasonable care, and will disclose it only as Section 2 allows. This obligation does not cover information that is or becomes public through no fault of Licensee, or that Licensee is required by law to disclose, provided Licensee gives Licensor reasonable notice where the law permits.

8No warranty

1. THE SOFTWARE IS PROVIDED "AS IS". TO THE FULLEST EXTENT THE LAW ALLOWS, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
2. Output of AI models. The Software directs third-party AI models to do work. Their output can be wrong. The Software is designed so that a person reviews and approves work, and Licensee is responsible for that review, for the limits and permissions it sets, and for every decision and action taken in its business using the Software.
3. Third-party services. The Software depends on services Licensee obtains from others, such as hosting, source control, and AI model providers. Licensee is responsible for those services, their cost, and its compliance with their terms.

9Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF THIS LICENSE OR THE SOFTWARE. LICENSOR'S TOTAL LIABILITY ARISING OUT OF THIS LICENSE OR THE SOFTWARE WILL NOT EXCEED THE FEES LICENSEE PAID UNDER THE STATEMENT OF WORK. These limits do not apply to Licensee's breach of Section 3 or Section 7.

10Term and termination

1. This License begins on the Effective Date and continues indefinitely unless it is terminated under this Section.
2. Licensor may terminate this License if Licensee materially breaches it and does not cure the breach within thirty (30) days of written notice. A breach of Section 3 that cannot be undone may be grounds for immediate termination.
3. On termination, Licensee will stop using the Software and destroy its copies, including Modifications to the extent they contain the Software. Licensee keeps its own data. Sections 3, 4, 7, 8, 9, and 12 survive.

11Assignment

1. Licensee may not assign or transfer this License without Licensor's written consent, except to a successor to all or substantially all of Licensee's business by merger, acquisition, or sale of assets. In that case Licensee will give Licensor notice, and the successor may use the Software only for the business that Licensee carried on before the transfer.
2. Licensor may assign this License, in whole or in part, including to a successor to its business or to the Software. This License binds and benefits each party's permitted successors and assigns.

12General

1. Governing law. This License is governed by the laws of state, without regard to its conflict-of-laws rules. The courts located there have exclusive jurisdiction over disputes arising from it.
2. Entire agreement. This License and the Statement of Work are the parties' entire agreement about the Software and replace all earlier discussions about it. If they conflict about Licensee's rights in the Software, this License governs.
3. Changes and waivers. Changes to this License must be in writing and signed by both parties. Not enforcing a term is not a waiver of it.
4. Severability. If a term is found unenforceable, it will be enforced as far as the law allows and the rest of this License stays in effect.
5. Remedies. A breach of Section 3 or Section 7 would cause harm that money alone may not repair, and Licensor may seek an injunction in addition to any other remedy.
6. Notices. Notices must be in writing and sent to the addresses in the Statement of Work.