Fossorial Commercial License - Professional Edition Subscription Terms

By accessing, downloading, installing, or using any Fossorial software or related Licensed Materials, you (“Customer” or “Licensee”) are agreeing to be bound by the terms and conditions set forth in these Fossorial Terms of Service (the “Agreement”) as of the date of first access or use (the “Effective Date”).

Continued use of the Licensed Software or any services provided by Fossorial LLC (“Fossorial”), a Virginia limited liability company, constitutes acceptance of this Agreement. If these terms are considered an offer, acceptance is expressly limited to these terms.

If you are entering into this Agreement on behalf of an organization or other legal entity, you represent and warrant that you have the authority to bind such entity to these terms, and in that case, “Licensee” will refer to that entity.

If you do not agree to be bound by this Agreement, you must not access or use the Licensed Software.

1 LICENSE GRANTS AND RESTRICTIONS

1.1 Grant of License

Subject to the terms outlined in this Agreement, Fossorial LLC grants Customer and its Affiliates (as defined below) a limited, non-exclusive, non-transferable, and non-sublicensable license.

Despite the rights granted, the Customer acknowledges that Fossorial LLC and/or its licensors retain all ownership and intellectual property rights in and to the Software, including any modifications or patches created by the Customer. Any use, reproduction, alteration, display, or distribution of the Software must strictly comply with this Agreement and require an active, valid Fossorial Professional Edition subscription covering the appropriate number of Hosts.

Additionally, Licensee acknowledges and agrees that this License explicitly supersedes and replaces any prior application of the GNU Affero General Public License Version 3 (the “AGPLv3”) or any earlier versions of the GNU Affero General Public License to the Licensed Software. Where the Licensed Software is currently distributed under the AGPLv3, this Agreement shall take precedence in its entirety, and any terms or obligations derived from the AGPLv3 shall no longer apply unless expressly incorporated herein.

Collectively, the Software and Fossorial Materials are referred to as the “Licensed Materials.”

1.2 License Restrictions

Licensee shall not, and shall not permit any third party to:

  1. Distribute, sublicense, or make available the source code of any Licensed Software components to any third party;
  2. Use Fossorial’s proprietary source code to develop, market, or distribute any competing product or derivative work that offers similar or substitute functionality to the Licensed Software;
  3. Claim ownership, copyright, or patent rights over any modifications or derivatives made to Fossorial’s Licensed Software code;
  4. Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any closed-source components of the Licensed Software;
  5. Resell, sublicense, or repackage the Licensed Software as a competing product, standalone Software as a Service (SaaS) product, standalone offering, or derivative solution without prior written approval from Fossorial;
  6. Provide, lease, lend, or otherwise make the Licensed Software available for the benefit of any third party except as expressly permitted under this Agreement, including but not limited to timesharing, service bureau use, or outsourcing;
  7. Remove, alter, or obscure any notices (including copyright, trademark, or branding) of Fossorial on or within copies of the Licensed Software;
  8. Resell or redistribute the Licensed Software as-is, or provide third-party access to Fossorial container images or other deployment artifacts;
  9. Allow any third party to deploy, host, or operate any component of the Licensed Software;
  10. Alter or remove any Licensed Software branding, or present the Licensed Software as Licensee’s own product or service;
  11. Use the Licensed Software for any purpose not expressly authorized in this Agreement, including, but not limited to, any high-risk or regulated activities (such as military, medical, nuclear, or critical infrastructure operations), or in violation of any applicable laws, regulations, or third-party rights (including privacy, intellectual property, or export control laws);
  12. Use the Licensed Software in any harmful, unlawful, fraudulent, or abusive manner, including but not limited to:
  1. Unauthorized access to systems or data,
  1. Distribution of malware, viruses, or malicious code,
  2. Circumventing security controls, user authentication, or licensing mechanisms,
  3. Engaging in any activity that disrupts, damages, or interferes with Fossorial systems or networks.

1.2 Right to Modify for Internal Use

The Licensee is hereby granted the right to modify the Software, including its source code and accompanying materials, solely for the Licensee's Internal Use, provided that all copyright notices, disclaimers, and other proprietary notices are maintained in all copies of the modified Software.

For the purposes of this License, "Internal Use" means use of the Software, whether in its original or modified form, exclusively:

  1. Within the Licensee's organization or business entity;
  2. By the Licensee's employees, contractors, or agents while performing work for the Licensee;
  3. On equipment owned, leased, or otherwise controlled by the Licensee;
  4. For the Licensee's business or operational purposes; and
  5. Not for commercial redistribution, sublicensing, or provision of the Software or any modified version thereof as a service to any third party.
  6. Internal Use specifically excludes any distribution, transfer, or disclosure of the modified Software to any third party outside the Licensee's organization, except as may be expressly permitted elsewhere in this License.

Notwithstanding anything to the contrary, Customer agrees that Fossorial and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement.

2 CONFIDENTIALITY

2.1 Confidential Information

  1. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose non-public or proprietary information including but not limited to information relating to the Disclosing Party’s software, technology or business, which is identified as proprietary or confidential, or which, given its nature and the circumstances surrounding its disclosure, should reasonably be construed to be confidential including, without limitation, Customer Data and Personal Information (hereinafter referred to as “Confidential Information” of the Disclosing Party).
  2. The Receiving Party agrees: (i) not to disclose, divulge or otherwise make available to any third party any such Confidential Information; (ii) to give access to such Confidential Information solely to persons including employees or independent contractors with a need to have access thereto for purposes of this Agreement and who agree to policies and obligations consistent with the terms of this Agreement with respect to such Confidential Information or by the nature of the capacity in which they render services (it is implicit they assume obligations consistent with the terms of this Agreement and for which it shall be liable for the acts or omissions of such employees or independent contractors); (iii) to hold Disclosing Party’s Confidential Information in confidence and protect such Confidential Information from unauthorized disclosure and take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that Receiving Party takes with its own proprietary information, but in no event will Receiving Party apply less than commercially reasonable precautions to protect such Confidential Information, and (iv) not to use or duplicate the Confidential Information of the other Party for any purpose other than to perform its obligations or exercise its rights hereunder.
  3. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in Receiving Party’s possession or known by the Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Receiving Party without any obligations of confidentiality by a third party, or (d) was independently developed by or for Receiving Party without use of any Confidential Information of the Disclosing Party.
  4. Nothing in this Agreement will prevent the Receiving Party from disclosing the Confidential Information pursuant to any judicial or governmental order or request, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure (to the extent permitted by applicable law) to allow Disclosing Party to contest such order and the Receiving Party shall reasonably cooperate, at the Disclosing Party’s expense, with the Disclosing Party in protecting against any such disclosure and/or obtaining a restraining or similar protective order. In the event that the parties are not successful in obtaining a protective order and the Receiving Party is, in the opinion of its counsel, compelled to disclose the Confidential Information, the Receiving Party may disclose such information solely in accordance with and for the limited purpose of compliance with the court order or governmental or regulatory requirement or request without liability hereunder and in any such event, the Receiving Party will use its reasonable best efforts (and will reasonably cooperate with the Disclosing Party in its efforts) at Disclosing Party’s expense to ensure that such Confidential Information and other information that is so disclosed will be accorded confidential treatment.
  5. Either Party has the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such Party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
  6. Upon written request at any time, the Receiving Party will return to the Disclosing Party in an industry standard encrypted electronic format, or destroy at the Disclosing Party’s request, any and all of the Disclosing Party’s Confidential Information then in the Receiving Party’s possession or control and, if destroyed, provide the Disclosing Party with written confirmation of such destruction, provided that the Receiving Party may retain one (1) encrypted copy of the Confidential Information it deems necessary to comply with its internal retention policies or any obligations under all applicable law and any Confidential Information it believes cannot reasonably be destroyed (such as oral communications reflecting Confidential Information, electronic mail back-up records, back-up server tapes and any similar such automated record-keeping or other retention systems), which shall remain subject to the confidentiality terms of this Agreement in perpetuity.

2.2 Publicity and Customer Announcement

Notwithstanding the above, Fossorial reserves the right to publicly identify Licensee as a customer and use Licensee’s name, logo, and general description of its use of the Licensed Software in Fossorial’s marketing materials, website, press releases, case studies, or customer lists.

  1. Fossorial shall not disclose specific financial terms of this Agreement or any Confidential Information beyond the fact that Licensee is a customer, unless mutually agreed in writing.
  2. Licensee may request Fossorial to cease or modify public references to Licensee, provided such requests are reasonable and do not unreasonably restrict Fossorial’s general marketing activities.

3 INTELLECTUAL PROPERTY

3.1 Ownership and Retention of Rights

Fossorial retains all rights, title, and interest, including all intellectual property rights, in and to the Licensed Software, along with any modifications, enhancements, or derivative works, whether created by Fossorial, Licensee, or any third party. No rights are granted to Licensee except as expressly set forth in this Agreement. This Agreement does not constitute a sale and does not convey to Licensee any ownership interest in the Licensed Software or any associated intellectual property.

Any custom modifications, enhancements, or new features developed specifically for Licensee and funded by Licensee shall be subject to a separate written agreement. Licensee shall receive a non-exclusive, non-transferable license to use such custom work solely as part of its authorized Fossorial deployment.

3.2 Feedback and Contributions

Licensee agrees that any feedback, suggestions, ideas, or enhancement requests provided to Fossorial regarding the Licensed Software shall be the sole property of Fossorial. Licensee hereby assigns all rights, title, and interest in such feedback to Fossorial, and Fossorial may use, incorporate, and commercialize such feedback without restriction or compensation to Licensee.

3.3 Work Product and Support Services

Fossorial does not operate under a work-for-hire relationship. Any support services provided by Fossorial, including integration guidance or consulting, shall:

  1. Be limited to best practices, recommendations, and general technical assistance.
  2. Not involve Fossorial developing software within Licensee’s proprietary systems.
  3. Not grant Licensee any ownership over Fossorial’s Licensed Software or related intellectual property.

3.4 Open Source Contributions

Should Licensee choose to contribute code, improvements, or modifications to any Fossorial open-source project:

  1. Licensee must execute the Contributor License Agreement (CLA) as set forth in Exhibit B.
  2. All such contributions shall be the exclusive property of Fossorial and may be used at Fossorial’s sole discretion in both open-source and proprietary offerings.
  3. Fossorial may license contributed code under any open-source or commercial license it selects.
  4. Contributions are voluntary, and Licensee waives any rights to compensation, royalties, or licensing fees.

3.5 Proprietary Notices

Licensee shall not remove, obscure, or alter any proprietary notices, including copyright, trademark, or patent markings, within the Licensed Software. Licensee agrees to preserve and reproduce all proprietary legends in any copies or portions of the Licensed Software made under this Agreement.

3.6 Third-Party Content

Licensee retains all rights in any content, data, or materials it provides or uses in conjunction with the Licensed Software (“Licensee Content”). Licensee represents and warrants that it has all necessary rights to such Licensee Content and that such use does not violate any third-party rights or applicable laws. Licensee shall indemnify and hold Fossorial harmless from any claims, damages, or liabilities arising from Licensee Content or Licensee’s use of the Licensed Software in violation of this Agreement.

4 TECHNICAL INTEGRATION AND HOSTING

4.1 Licensee's Responsibilities

Licensee acknowledges and agrees that it is solely responsible for the integration, deployment, security, and operation of its self-hosted Fossorial components. Specifically, Licensee shall:

  1. Assume full ownership, liability, and warranty obligations over its deployment, including any issues arising from system failures, security vulnerabilities, data breaches, or operational misconfigurations;

4.2 Security Obligations

  1. Licensee assumes full responsibility for securing and maintaining any self-hosted Fossorial components. Fossorial shall not be liable for any security incidents, breaches, or data loss resulting from Licensee’s improper deployment, misconfiguration, or lack of compliance with regulatory requirements.
  2. Licensee shall indemnify and hold Fossorial harmless from any claims, fines, penalties, or damages arising from Licensee's failure to secure its hosted Fossorial deployment. (see Section 5 for additional indemnification provisions).

4.3 Fossorial's Support Responsibilities

  1. During the term of this Agreement, Fossorial may provide various levels of support for Licensee's deployment, subject to the following limitations:
  1. Support scope is limited to addressing issues directly related to Fossorial's software and does not cover third-party infrastructure, software, hardware, or network-related problems;
  2. Fossorial shall not be required to provide emergency support unless otherwise agreed upon in a separate support contract.

5 REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

5.1 Mutual Representations and Warranties

Each Party represents and warrants to the other Party that:

  1. It has the full right, power, and authority to enter into and perform its obligations under this Agreement;
  2. Its performance of this Agreement will not violate any agreement or obligation between it and any third party; and
  3. It will comply with all applicable laws in connection with its performance under this Agreement.

5.2 Disclaimer of Warranties

  1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND FOSSORIAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

  2. FOSSORIAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

  3. FOSSORIAL MAKES NO WARRANTY THAT THE LICENSED SOFTWARE WILL OPERATE UNINTERRUPTED OR BE ERROR FREE, OR THAT THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS.

5.3 Indemnification

  1. Licensee shall defend, indemnify and hold harmless Fossorial and its respective officers, directors, members, managers, employees, and agents (collectively the “Fossorial Indemnified Persons”) from any third party claims, liabilities, counterclaims, suits, demands, actions, damages, (including, but not limited to, any judgement, arbitration award or court approved settlement and reasonable attorneys’ fees) or allegations arising out of any claim by a third party, including a customer (i) that Licensee’s products, data, or services, when used in accordance with this Agreement, infringe or misappropriate any intellectual property rights of such third party; or (ii) that arise from the gross negligence (including breach of confidentiality obligations), willful misconduct or fraud of Licensee and/or its employees, directors, officers, members or agents in the performance of their duties under this Agreement; (iii) based on any claim of Licensee misuse of Fossorial’s software products, including the Licensed Software; or (iv) based upon any finally adjudicated failure by Licensee or its employees, directors, members, officers, members or agents to comply with applicable law and regulations in the performance of their obligations under this Agreement; provided, however, that Licensee shall obtain the express prior written approval of Fossorial Indemnified Persons for any settlement that requires any specific performance or non-pecuniary remedy by Fossorial Indemnified Persons, requires the payment of any amount by Fossorial Indemnified Persons or does not provide an unconditional release to Fossorial Indemnified Persons, further provided that Licensee is promptly notified of any and all such claims, and given sole control over the defense and/or settlement thereof, and all reasonably requested assistance (at Licensee’s expense) in connection therewith. Fossorial may retain its own counsel, at its own expense, subject to Licensee’s rights herein. Licensee's breach of this Agreement;Licensee's misuse of the Licensed Software;Licensee's deployment, integration, or operation of the Licensed Software; orAny allegation that Licensee's use of the Licensed Software in a manner not authorized by this Agreement infringes or misappropriates any third-party intellectual property rights.(b) Fossorial shall defend, indemnify, and hold harmless Licensee and its officers, directors, members, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any allegation that the Licensed Software, when used as authorized under this Agreement, infringes or misappropriates any third-party intellectual property rights.

5.4 Limitation of Liability

  1. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  2. EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY INFRINGEMENT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY LICENSEE TO FOSSORIAL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

6 PAYMENT TERMS

6.1 Fees and Invoicing

Unless Fossorial and Licensee have signed a specific quote or order form referencing this Agreement (a “Quote”), or unless Licensee’s subscription has been purchased through an authorized reseller, Licensee agrees to pay Fossorial the applicable fees listed at https://fossorial.io or as otherwise communicated by Fossorial (the “Fees”), based on the Licensed Software tier selected and/or used.

6.2 Host Licensing and Fee Adjustments

Licensee is required to obtain a valid license for each individual Host (as defined below) on which the Licensed Software is installed, operated, or accessed.

Each Host license includes a specified number of Sites (as defined below) that may be managed, monitored, or otherwise operated using the Licensed Software. The maximum number of Sites per Host is determined by the Licensee’s selected subscription tier or as explicitly agreed in writing between Fossorial and Licensee.

Licensee must ensure that the number of Sites used on any licensed Host does not exceed the maximum number of Sites permitted under the applicable license. If Licensee requires additional capacity beyond the licensed Site limit, Licensee must purchase “Additional Sites” license keys. These keys allow the Licensee to increase the maximum number of Sites per Host in accordance with the terms of this Agreement.

Fossorial reserves the right, at any time during the subscription term, to review Licensee’s usage of the Licensed Software. If Fossorial determines that the Licensed Software is being used on more Hosts or Sites than are currently licensed, or that license keys have been used improperly (e.g., shared across multiple Hosts or Sites), Fossorial may issue an invoice for additional licenses or Additional Sites corresponding to the unlicensed usage.

Such additional licenses or Additional Sites will be charged at Fossorial’s then-current pricing, and payment will be due upon receipt of the invoice. Licensee agrees to promptly pay any such fees and to bring its use of the Licensed Software into compliance with the terms of this Agreement.

Failure to comply with these licensing requirements may result in suspension or termination of access to the Licensed Software, in addition to any other remedies available to Fossorial under this Agreement or by law.

6.3 Payment Terms

Payments must follow the schedule and method outlined in the Pricing or agreed Quote. Unless otherwise stated:

  1. Fossorial will invoice Licensee upfront for the subscription term.
  2. All invoices are due within thirty (30) days from the date of receipt.

All Fees are non-refundable, except as explicitly stated in this Agreement or otherwise agreed.

7 TERMINATION

Term & Renewal

(a) The initial term of this Agreement shall be one (1) month from the Effective Date (purchase of the licence), unless otherwise specified in the applicable invoice.

(b) The license shall automatically renew for successive one (1) month terms, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

(c) Licensee's continued use of Fossorial's software after the renewal date constitutes acceptance of renewal terms and an obligation to pay the corresponding fees.

(d) Fossorial reserves the right to adjust licensing fees, terms, or conditions at each renewal cycle.

6.2 Termination by Either Party

(a) Either Party may terminate this Agreement with at least thirty (30) days' written notice. If Licensee terminates early, it shall not be entitled to any refunds for prepaid license fees.

6.3 Termination for Breach

(a) Fossorial may immediately terminate this Agreement and revoke Licensee's license if any of the following occur:

6.4 Effects of Termination

Upon termination or expiration of this Agreement, the following conditions apply:

(a) Cessation of Use: Licensee must immediately cease all use of Fossorial's software component made available through the use of this license.

(d) Survival of Obligations: The following obligations shall survive termination:

6.5 Post-Termination Transition Assistance

(a) If Licensee requires transition assistance after termination, Fossorial may, at its sole discretion, provide technical guidance on decommissioning Fossorial software.

(b) Any transition assistance may be subject to additional fees and a separate agreement.

8 GENERAL PROVISIONS

8.1 Relationship of the Parties

The Parties to this Agreement are independent entities. Neither Party is an agent, representative, joint venturer, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability, or to otherwise bind, the other Party. Each Party shall bear its own costs and expenses in performing this Agreement.

8.2 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, or by certified or registered mail (return receipt requested and with postage prepaid) to the respective Parties at the addresses specified in this Agreement or such other address as either Party may specify in writing.

8.3 Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, fires, floods, earthquakes, strikes, wars, terrorist acts, pandemics or epidemics.

8.4 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law provisions. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal or state courts located in the Fairfax, Virginia, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. The parties hereby waive any objection to venue or personal jurisdiction in such courts, including any claim that such venue is inconvenient. NEITHER PARTY NOR ITS COUNSEL SHALL ELECT A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

8.5 Waiver and Modification

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right. Any modification or amendment to this Agreement must be in writing and signed by both Parties.

8.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

8.7 Entire Agreement

This Agreement, including any exhibits, schedules, and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications.

8.8 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures for all purposes.

9 SERVICE LEVEL AGREEMENT (SLA)

9.1 No Service Level Agreement

  1. Fossorial does not provide any service level agreement (SLA) for the Licensed Software or any related services under this Agreement.
  2. Fossorial makes no guarantees regarding: (i) Uptime or availability of any software components; (ii) Response times for support requests; (iii) Resolution timeframes for reported issues or bugs; or (iv) Performance metrics or benchmarks for the Licensed Software.
  3. Licensee acknowledges and accepts that the Licensed Software is provided without any performance guarantees, uptime commitments, or service availability metrics.
  4. Any support or maintenance services provided by Fossorial shall be on a best-effort basis only, with no binding commitments regarding timing or resolution outcomes.

10 LEGAL PROCESS AND THIRD-PARTY REQUESTS

10.1 Legal Process Compliance

  1. If either Party receives a subpoena, court order, or other legal process requiring disclosure of information related to the Licensed Software or this Agreement, the receiving Party shall: (i) Promptly notify the other Party in writing, unless prohibited by law; (ii) Provide reasonable cooperation to the other Party if it seeks to contest or limit the disclosure; (iii) Disclose only the information legally required to be disclosed.

10.2 Third-Party Legal Requests

  1. If Fossorial receives any subpoena, court order, or compulsory legal request related to Licensee's deployment or use of the Licensed Software, Licensee shall: (i) Provide immediate assistance in responding to such requests; (ii) Reimburse Fossorial for all reasonable costs and expenses incurred in responding to such requests, including but not limited to legal fees, administrative costs, and employee time; (iii) Indemnify and hold Fossorial harmless from any liability, damages, or penalties arising from such legal processes.
  2. Licensee acknowledges that Fossorial may be legally compelled to disclose information about Licensee's deployment without Licensee's consent if required by applicable law or court order.

10.3 Government Requests

  1. Licensee shall be solely responsible for compliance with any government or regulatory requests related to data stored or processed using the Licensed Software.
  2. Fossorial shall not be responsible for Licensee's compliance with industry-specific regulations, data protection laws, or government mandates applicable to Licensee's business operations.

11 DATA PRIVACY

Licensee is solely responsible for ensuring that any data, including but not limited to personal data, provided to or used in connection with the Licensed Software (“Licensee Data”) is collected, processed, stored, and transferred in full compliance with all applicable data protection and privacy laws (“Applicable Data Protection Laws”).

Licensee represents and warrants that it has obtained all necessary rights, consents, and authorizations from data subjects or other relevant parties to lawfully process Licensee Data as required under this Agreement. Licensee shall implement and maintain appropriate technical, organizational, and security measures to prevent unauthorized access, disclosure, or use of Licensee Data.

If required under Applicable Data Protection Laws, the parties agree to execute any necessary data processing agreements, including standard contractual clauses for the lawful transfer of personal data outside the European Economic Area (EEA), as required under the General Data Protection Regulation (“GDPR”).

For purposes of this Section:

  1. “Applicable Data Protection Laws” means any applicable laws, regulations, or directives governing the protection, privacy, and security of personal data, including but not limited to:
  1. The EU Data Protection Directive 95/46/EC (as implemented into national law prior to May 25, 2018),
  2. The EU General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) from May 25, 2018 onwards,
  3. The e-Privacy Directive 2002/58/EC, as amended and implemented in national laws,
  4. And any successor or equivalent legislation in any relevant jurisdiction.

12 MISCELLANEOUS

12.1 Attorneys’ Fees

In any action or proceeding brought to enforce any provision of this Agreement, including the collection of fees, Fossorial shall, to the extent permitted by applicable law, be entitled to recover from Licensee its attorney’s fees, costs, and expenses for bringing such action or proceeding.

12.2 Definitions

“Affiliate” means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity.

"Host" means each individual machine (real or virtual, including servers, containers, workstations, smartphones, POS, industrial controls, gateways, sensors, IoT endpoints, or any other physical or simulated computing interface or machine) of Customer and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to Licensed Material.

“Site” means each individual machine (real or virtual, including servers, containers, workstations, smartphones, POS, industrial controls, gateways, sensors, IoT endpoints, or any other physical or simulated computing interface or machine) of Customer and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to Licensed Material where the site communicates back with the host as its dependency for purposes of remote access or control.

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

EXHIBIT B - CLA

By creating this pull request, I grant the project maintainers an unlimited,

perpetual license to use, modify, and redistribute these contributions under any terms they choose, including both the AGPLv3 and the Fossorial Commercial license terms. I represent that I have the right to grant this license for all contributed content.