InfiniBot CLOUDVersion 2026-10-26 — launch draft; lawyer review required before public sale.
This Commercial License Agreement (the “Agreement”) is between [OWNER TO FILL: legal entity name, entity type, and address] (“Licensor”) and the person or entity identified on the applicable order form (“Licensee”). It becomes effective when Licensee accepts an order form, pays the applicable fee, or uses InfiniBot under commercial rights granted by this Agreement.
1. Relationship to the Functional Source License
InfiniBot source code is offered under the Functional Source License 1.1 with Apache License 2.0 as the Future License (“FSL”). The FSL continues to govern every use it permits. This Agreement is required only for a use prohibited by the FSL’s Competing Use restriction, including offering InfiniBot or a substantially similar product to third parties as a hosted service, managed service, competing product, resale, white-label product, or OEM component before the applicable Change Date.
Nothing in this Agreement narrows, revokes, or conditions rights already granted under the FSL or the Future License. If Licensee does not need the additional commercial rights below, Licensee does not need to purchase this Agreement.
2. License grant
Subject to timely payment, the selected Tier Schedule, and this Agreement, Licensor grants Licensee a non-exclusive, non-transferable except as allowed in Section 10, worldwide, revocable license during the Term to:
- use, reproduce, modify, and create derivative works of the covered InfiniBot version;
- deploy and operate it for Licensee’s internal business and for the licensed Competing Uses;
- provide a hosted or managed service incorporating InfiniBot;
- distribute object-code builds as part of Licensee’s product; and
- exercise resale, client deployment, white-label, or OEM rights only where the selected tier expressly includes them.
The grant is limited by the seats, organizations, clients, revenue threshold, deployment scope, and other quantities on the Order Form. Contractors may use a seat solely for Licensee and remain Licensee’s responsibility.
3. Tier scope
The current Tier Schedule is incorporated by reference. “Organization” means a distinct legal entity or separately administered customer workspace. “Seat” means one individual authorized to develop, administer, support, or operate a licensed deployment. Automated end users of Licensee’s product are not seats.
Enterprise/OEM scope may be modified only by a signed order form. A perpetual grant, if purchased, applies only to the covered major version and does not include future updates or support unless the order form says otherwise.
4. Restrictions
Licensee must not exceed purchased scope; sublicense the source as a standalone product; sell, transfer, forge, or bypass a license key; use Licensor’s marks without permission; imply Licensor endorsement; use InfiniBot unlawfully; or remove source copyright and license notices. White-label rights permit replacement of end-user branding in the licensed product, but do not transfer ownership of InfiniBot, its source, or Licensor’s marks.
5. License keys, verification, and records
Licensor may issue an offline-verifiable signed key identifying the licensee, tier, quantities, and expiration. Licensee must keep it confidential. Offline verification proves issuance and time validity; it cannot prove a later refund or revocation. Licensee must perform an online status check before a material new deployment and at least every 30 days where reasonably possible.
Licensor may request records reasonably necessary to confirm compliance, no more than once per year unless there is a credible breach. An audit will occur on reasonable notice, protect confidential information, and be at Licensor’s expense unless underpayment exceeds five percent.
6. Fees, taxes, renewal, and grace
Fees are stated on the Order Form, exclusive of taxes. Annual subscriptions renew automatically unless canceled before renewal. A renewal extends the term when payment succeeds. A license has a 14-day technical grace period after expiration; grace does not waive payment obligations.
Except where law requires otherwise, fees are non-refundable after commercial rights are delivered. A refund, chargeback, fraud finding, or cancellation revokes the additional commercial grant associated with that transaction. FSL-permitted rights remain unaffected.
7. Term and termination
The Agreement begins on the Effective Date and continues through the paid term. Either party may terminate for a material breach not cured within 30 days after written notice; no cure period is required for key fraud, intentional infringement, unlawful use, or unauthorized source redistribution. Licensor may suspend the commercial grant for nonpayment.
On expiration or termination, Licensee must stop new Competing Uses and distribution under this Agreement, but may continue any use independently permitted by the FSL or Future License. Payment, ownership, confidentiality, disclaimers, liability, indemnity, and general terms survive.
8. Ownership, modifications, and feedback
Licensor and its contributors retain all right, title, and interest in InfiniBot. Licensee owns its separate products and original modifications, subject to Licensor’s rights in InfiniBot. No implied patent, trademark, or other license is granted. Licensor may use feedback without restriction or obligation.
9. Support and updates
Support, service levels, security response, maintenance, and update rights are only those listed on the Order Form. Unless expressly stated, the license is for then-current software and does not promise compatibility, uptime, hosted infrastructure, or future features.
10. Assignment
Licensee may not assign this Agreement without Licensor’s written consent, except with a merger, reorganization, or sale of substantially all assets if the assignee is not a direct competitor and agrees in writing to this Agreement. Any prohibited assignment is void.
11. Confidentiality
Each party will protect non-public information marked or reasonably understood as confidential using at least reasonable care, and use it only to perform this Agreement. This excludes information independently developed, lawfully obtained without restriction, or public through no breach. Required disclosure is permitted after advance notice where legally allowed.
12. Warranty disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFINIBOT AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LICENSOR DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AND UNINTERRUPTED OPERATION. LICENSEE IS RESPONSIBLE FOR TESTING, BACKUPS, MODEL PROVIDER TERMS, OUTPUT REVIEW, AND LEGAL COMPLIANCE.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL. EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM DURING THE 12 MONTHS BEFORE THE EVENT. The cap does not apply to payment obligations, willful misconduct, confidentiality breaches, infringement or misappropriation of the other party’s intellectual property, or liability that cannot legally be limited.
14. Indemnity
Licensee will defend and indemnify Licensor and its personnel against third-party claims arising from Licensee’s product, hosted service, content, end users, breach, or unlawful use, except to the extent caused by unmodified InfiniBot or Licensor’s willful misconduct.
15. Governing law and disputes
This Agreement is governed by the laws of [OWNER TO FILL: jurisdiction], excluding conflict-of-law rules. The courts in [OWNER TO FILL: venue] have exclusive jurisdiction. [OWNER/LAWYER TO DECIDE: arbitration, jury-trial waiver, and class-action waiver].
16. General
This Agreement, the Order Form, Tier Schedule, and incorporated policies are the entire agreement about the commercial grant. Priority is: signed Order Form, this Agreement, Tier Schedule. Amendments and waivers must be written. Invalid provisions will be narrowed to the minimum necessary. Notices go to the Order Form addresses. Electronic signatures and counterparts are effective.
17. Contact and acceptance
Licensor: [OWNER TO FILL: entity name, address, legal email] Licensee: as identified on the Order Form or checkout receipt.
By purchasing, signing an Order Form, or using the commercial rights, Licensee confirms authority to bind the named entity and accepts this Agreement.