License Agreement
DRAFT — This document is pending legal review and is subject to change.
This End User License Agreement (“Agreement”) governs your right to install and use the Arbitor software (the “Software”) made available by Inquori, LLC (“Inquori,” “we,” “us,” or “our”). It is a companion to, and not a replacement for, our Terms of Service, which govern the service-level relationship (account terms, payment, data ownership, and termination of the SaaS service). This Agreement governs the software grant: your rights to install and run the Software, restrictions on what you may do with it, the mechanics of the license keys we issue, and our retained intellectual-property rights.
1. License Grant
Subject to your compliance with this Agreement and the Terms of Service, and contingent on payment of all applicable subscription fees, Inquori grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to install and run the Software for your internal infrastructure-management purposes, scoped to the active subscription tier and the purchased instance count associated with your account.
2. Permitted Use
You may use the Software for your own internal use, including managing your own infrastructure and the infrastructure of your direct end customers, provided that all such use remains within the per-instance counting and per-tier feature limits set forth in the Payment Terms section of the Terms of Service. Use that exceeds your purchased instance count is subject to overage charges or, at Inquori’s discretion, automatic feature gating.
3. Restrictions
You may not, and may not permit any third party to:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any binary, library, or compiled component of the Software, except to the limited extent that applicable law expressly permits despite this limitation;
- Remove, obscure, alter, or tamper with any embedded watermark, license-identifier, attribution, or other notice that the Software produces or contains;
- Defeat, bypass, disable, or attempt to circumvent the anti-tamper protection on the encrypted license JWT, the license-validation system, or any other technical measure Inquori uses to enforce subscription-tier or instance-count limits;
- Rebrand, relabel, or redistribute the Software, in whole or in part, whether for profit or otherwise;
- Use the Software, or any insight derived from it, to develop, train, market, or operate a product that competes with the Software; or
- Share, publish, sublicense, or otherwise transfer your license keys to any third party, or attempt to clone, mint, or forge license keys.
Each of the restrictions above is a material term of this Agreement. Violation results in automatic termination under section 7.
4. License Keys
Inquori issues one or more license keys per subscription. Each key is scoped to your subscription tier and to the instance count you have purchased. Keys are delivered as encrypted JSON Web Encryption (JWE) tokens, are confidential, and are intended for consumption only by Software instances under your control.
The Software validates license keys via periodic phone-home to Inquori’s license server. Successful validation refreshes the key; failed or absent validation will, after the grace period defined in the Software’s documentation, cause feature gates to engage and ultimately disable paid functionality. Sharing, publishing, or attempting to clone license keys is a material breach and grounds for revocation of all keys associated with your subscription.
Keys are revocable by Inquori on subscription termination, on non-payment, or on breach of this Agreement.
5. Audit Rights
Inquori may, on reasonable prior notice and no more than once in any twelve-month period (except in cases of suspected material breach), request reasonable evidence that the number of Software instances you are running matches your licensed instance count. For deployments with phone-home telemetry enabled, Inquori’s own telemetry record is sufficient evidence and no separate audit is required. This clause exists to cover air-gapped or telemetry-disabled deployments.
6. Intellectual Property Ownership
Inquori retains all right, title, and interest in and to the Software, including without limitation the binaries, the license-validation system, the embedded watermark, the anti-tamper measures, all updates and improvements, and any documentation. You receive a license, not a sale. No rights are granted by implication, estoppel, or otherwise except those expressly set forth in this Agreement.
7. Termination
This license terminates automatically, without notice, upon any of the following: termination or non-renewal of your subscription; non-payment of subscription fees past any applicable grace period; or material breach of this Agreement, including any violation of the Restrictions in section 3.
On termination, you must immediately stop using the Software, destroy all local copies and cached license keys in your possession, and discontinue any further installations. Cached license keys become invalid as of the termination date and the Software will refuse to operate on next validation. Handling and export of your state data on termination is governed by the Terms of Service, which provide for a 30-day grace period and an export window.
8. Self-Hosted Specifics
For self-hosted deployments of the Software, this Agreement additionally covers the local license-cache file maintained on your infrastructure. You agree to permit the Software’s periodic phone-home to Inquori’s license server, or, for air-gapped deployments, to operate within the documented air-gapped license-refresh process. Disabling, blocking, or interposing on phone-home traffic outside the documented air-gapped process is a violation of section 3 and grounds for termination.
9. Disclaimer and Limitation of Liability
The Software is licensed “as is” and “as available” without warranties of any kind. Inquori’s warranty disclaimers, indemnification obligations, and aggregate liability cap with respect to the Software are governed by the corresponding sections of the Terms of Service, which are incorporated into this Agreement by reference. To the extent of any conflict between this Agreement and the Terms of Service on disclaimers or limitation of liability, the Terms of Service control.
10. Changes to This Agreement
Inquori may update this Agreement from time to time. Material changes will be communicated through the Service or by email to the address on file for your account, consistent with the change-notification approach in the Terms of Service. Your continued use of the Software after the effective date of an updated Agreement constitutes acceptance of the changes.
Questions about this License Agreement? Contact company@inquori.com.
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