DRAFT — requires legal review before publication
SkelaDB Self-Hosted End User License Agreement
Version 0.1 (draft), for SkelaDB 0.0.1.
This agreement is between [LICENSOR LEGAL NAME, JURISDICTION AND ADDRESS — to be completed by counsel] (“SkelaDB”, “we”) and the organization that downloads, installs or uses the Software (“you”). By installing or using the Software you accept this agreement on behalf of your organization and confirm you are authorized to do so. If you do not accept it, do not install or use the Software.
1. Definitions
1.1 Software means the SkelaDB container images, the compiled CLI and agent server binaries, the installer scripts and deployment manifests in the release bundle, and their documentation, as published by SkelaDB, including updates we provide. It excludes Open-Source Components (section 7).
1.2 License Key means the signed key SkelaDB issues to you that enables the Software to create databases, together with the term, limits and features it states.
1.3 Installation means one deployment of the Software’s control plane in a Kubernetes cluster you control.
1.4 Annual Revenue means the total gross revenue of you and your Affiliates in your most recently completed fiscal year. Affiliate means an entity that controls, is controlled by or is under common control with you.
1.5 Free Tier means use under a License Key issued free of charge to an organization whose Annual Revenue is less than USD 1,000,000.
1.6 Paid Agreement means a separate written agreement signed by you and SkelaDB for use of the Software, with fees.
2. License
2.1 Subject to this agreement and a valid License Key, SkelaDB grants you a non-exclusive, non-transferable, non-sublicensable license, for the term of your License Key, to install and run the Software on infrastructure you own or control (including your accounts with cloud providers) and to use it to operate databases for your own and your Affiliates’ internal business purposes and for the applications you provide to your own customers.
2.2 You may make copies of the Software as reasonably needed for that use, including mirroring the container images into registries you control, and for backup and disaster recovery.
3. License keys
3.1 A License Key is required. The Software refuses to create databases without a valid License Key. You must not use the Software in production without one.
3.2 Free Tier. If your Annual Revenue is less than USD 1,000,000, you may request a Free Tier License Key. You must give accurate information about your organization and its Annual Revenue when you request or renew it. Free Tier keys are valid for the term stated in the key, normally twelve months, and may be renewed while you remain eligible.
3.3 Paid use. If your Annual Revenue is USD 1,000,000 or more, or once it reaches that amount, you need a Paid Agreement. Your Free Tier eligibility ends at the end of the fiscal year in which your Annual Revenue reaches USD 1,000,000; you must enter a Paid Agreement within ninety days after that, or stop using the Software. Fees are based on usage and revenue and are agreed per Installation.
3.4 You must keep License Keys confidential, use each only for the Installations it was issued for, and not share it with anyone outside your organization and your contractors acting for you.
3.5 You must not create, modify or forge License Keys, or remove, disable or circumvent the License Key check or any limit it enforces.
3.6 When a License Key expires or a limit is reached, the Software stops creating new databases. It does not stop or delete existing databases. Nothing in this agreement entitles SkelaDB to access, disable or delete your data.
4. Restrictions
Except as this agreement or applicable law expressly permits, you must not:
(a) sell, rent, lease, sublicense, distribute or otherwise make the Software or any License Key available to a third party;
(b) offer the Software, or a service whose primary value is the Software’s database functionality, to third parties as a hosted or managed database service;
(c) reverse engineer, decompile or disassemble the Software, except to the extent applicable law permits this despite this restriction;
(d) modify the Software or create derivative works of it, other than configuration through its documented settings;
(e) remove or alter any proprietary, license or attribution notice in the Software; or
(f) use the Software in breach of applicable law, including export control and sanctions laws.
5. Your data
5.1 The Software runs in your infrastructure. Your databases, backups, credentials and configuration stay in your accounts. You are responsible for them, including backups, security of your infrastructure and compliance with laws that apply to the data you process.
5.2 The Software does not send telemetry, usage data or your data to SkelaDB. License Keys are checked offline.
6. Ownership and feedback
6.1 SkelaDB and its licensors own the Software and all intellectual property rights in it. The Software is licensed, not sold. All rights not expressly granted are reserved.
6.2 If you give us feedback or suggestions, we may use them without obligation to you.
7. Open-source components
7.1 The Software includes third-party open-source components, listed with their licenses in the THIRD-PARTY-NOTICES files that accompany each release and image. Your use of each such component is governed by its own license, and nothing in this agreement limits rights that license grants you.
7.2 If SkelaDB publishes any installer script or deployment manifest under an open-source license, that license governs it instead of this agreement. You may change the installer scripts and deployment manifests to fit your infrastructure; section 4(d) does not apply to them.
8. Support and updates
SkelaDB has no obligation to provide support, maintenance or updates unless a Paid Agreement says otherwise. We may publish updates, including security fixes, which are part of the Software when you install them.
9. Term and termination
9.1 This agreement starts when you first install or use the Software and lasts until terminated.
9.2 Your right to create databases ends when your License Key expires and is not renewed.
9.3 Either party may terminate this agreement by written notice if the other materially breaches it and does not cure the breach within thirty days after notice. SkelaDB may terminate immediately by notice if you breach section 3.5 or section 4.
9.4 On termination you must stop using the Software and delete it, except that you may keep running it for up to ninety days, without creating new databases, solely to export your data. Sections 5, 6, 7, 10, 11 and 12 survive termination.
10. Warranty disclaimer
THE SOFTWARE AND LICENSE KEYS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKELADB DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE, OR THAT IT WILL NOT LOSE OR CORRUPT DATA. YOU ARE RESPONSIBLE FOR MAINTAINING BACKUPS OF YOUR DATA.
11. Limitation of liability
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKELADB WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKELADB’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID SKELADB FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED US DOLLARS (USD 100).
11.3 Nothing in this agreement limits liability that cannot be limited under applicable law.
12. General
12.1 Governing law and venue. [TO BE COMPLETED BY COUNSEL.]
12.2 Paid Agreements. If you have a Paid Agreement, it takes precedence over this agreement where they conflict.
12.3 Audit. On reasonable written request, no more than once a year, you will confirm in writing your compliance with section 3, including your Annual Revenue for Free Tier use.
12.4 Assignment. You may not assign this agreement without SkelaDB’s written consent, except to a successor of your whole business that accepts it. SkelaDB may assign it to an affiliate or a successor.
12.5 Changes. SkelaDB may publish new versions of this agreement for new releases of the Software. The version that accompanies a release governs your use of that release.
12.6 Entire agreement. This agreement, together with any Paid Agreement, is the entire agreement about the Software and replaces any prior understanding. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
12.7 Notices. Notices to SkelaDB go to founders@skeladb.com and [POSTAL ADDRESS — to be completed by counsel].