FOSSORIAL COMMERCIAL LICENSE

This Fossorial Commercial License (the “License”) governs access to and use of Fossorial software and related licensed materials (collectively, the “Licensed Materials”, or “Software”) provided by Fossorial, Inc. (“Fossorial”), a Delaware corporation.

By accessing, installing, downloading, or using any portion of the Licensed Materials, you (“Licensee”) agree to be bound by the terms of this License as of the date you first do so (the “Effective Date”). Continued use constitutes acceptance. If you are entering into this License on behalf of an organization, you represent that you have authority to bind such entity, in which case “Licensee” refers to that entity.

This License supersedes any prior application of the GNU Affero General Public License version 3 (“AGPLv3”) or other open-source terms to the Licensed Materials, except where expressly re-incorporated herein (for example, in contributed open-source projects pursuant to Exhibit A).

Use of the Licensed Materials without a License Key is permitted under the free or unlicensed tier, which provides limited functionality. Access to or activation of any Paid Features requires a valid License Key under either a Personal or Enterprise License (as defined herein). By using the Licensed Materials, Licensee also agrees to Fossorial’s Terms of Service and Privacy Policy, available at https://digpangolin.com/terms-of-service.html and https://digpangolin.com/privacy-policy.html.

1 LICENSE GRANTS AND RESTRICTIONS

1.1 Grant of License

Subject to the terms outlined in this License, Fossorial grants Licensee and its Affiliates (as defined in Section 8) a limited, non-exclusive, non-transferable, and non-sublicensable license.

Despite the rights granted, the Licensee acknowledges that Fossorial and/or its licensors retain all ownership and intellectual property rights in and to the Software, including any modifications or patches created by the Licensee. Any use, reproduction, alteration, display, or distribution of the Software must strictly comply with this License.

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 License 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. 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;
  5. Provide, lease, lend, or otherwise make the Licensed Software available for the benefit of any third party except as expressly permitted under this License, including but not limited to timesharing, service bureau use, or outsourcing;
  6. Remove, alter, or obscure any notices (including copyright, trademark, or branding) of Fossorial on or within copies of the Licensed Software;
  7. Resell or redistribute the Licensed Software as-is, or provide third-party access to Fossorial container images or other deployment artifacts;
  8. Allow any third party to deploy, host, or operate any component of the Licensed Software.

1.3 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, Licensee 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 License.

Notwithstanding the foregoing, Licensee shall not modify, alter, disable, or otherwise circumvent any license validation, telemetry, or access control mechanism included in the Software, nor use any modification for the purpose of avoiding fee payment, usage restrictions, or license enforcement. Any such action shall constitute a material breach of this License and immediately terminate all rights granted herein.

3 LICENSE STATE, FEES, AND SUBSCRIPTION TERM

3.1 License State

The Software may operate in either a licensed or unlicensed state. The Software shall be considered in a licensed state upon the successful input and validation of a valid License Key, as defined herein. Operating the Software in a licensed state may enable additional functionalities ("Paid Features") as defined in Section 8. The use of any Paid Features while the Software is in an unlicensed state constitutes a material breach of this Agreement.

3.2 License Tiers and Fees

Access to a License Key requires the payment of applicable fees, except where explicitly provided for. The Licensor offers two tiers of licenses: Personal and Enterprise.

3.3 Personal License

A Personal License is available free of charge. You are eligible for a Personal License if you meet at least one of the following criteria:

  1. Non-Commercial Use: You are an individual using the Software for your own personal, non-commercial purposes (such as for education, personal projects, or other non-remunerative activities), irrespective of your personal annual income from other sources.
  2. Small-Scale Commercial Use: You are an individual or a legal entity using the Software for commercial purposes, provided that you or your entity's gross annual revenue does not exceed one hundred thousand United States Dollars ($100,000 USD).

For clarity, any use of the Software by or for a commercial entity with a gross annual revenue exceeding $100,000 USD requires an Enterprise License.

3.4 Enterprise License

Any use of the Software not expressly permitted under the Personal License tier requires an Enterprise License.

  1. An Enterprise License must be procured directly from Fossorial subject to the execution of a separate commercial agreement and payment of the applicable fees.
  2. For evaluation purposes, a temporary, self-service Enterprise License Key with a term of seven (7) days may be made available, subject to the terms of this Agreement.

3.5 License Key Validity and Term

A "License Key" is considered valid only if it has been issued by the Licensor and is successfully authenticated by the Licensor's designated license verification server. Each License Key is subject to a specific term and will have an expiration date. Your right to use the Software in a licensed state, and to access any Paid Features, will terminate upon the expiration of the License Key.

Each Host (as defined in Section 8) may operate the Software in either a licensed or unlicensed state. Operation without a valid License Key is permitted only for use of features available under the unlicensed tier. Access to Paid Features requires that the Host be covered by a valid License Key under an active Personal or Enterprise License. Use of any Paid Features on an unlicensed Host constitutes unlicensed use and a material breach of this License.

4 INTELLECTUAL PROPERTY

4.1 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 License. This License 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.

4.2 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 A.
  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.

5 TECHNICAL INTEGRATION AND HOSTING

5.1 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;

5.2 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 6 and the Terms of Service for additional indemnification provisions).

6 INCORPORATION OF TERMS OF SERVICE

Licensee acknowledges and agrees that its access to and use of the Licensed Materials, as well as any related Fossorial services, are also subject to Fossorial’s Terms of Service, available at https://digpangolin.com/terms-of-service.html (the “Terms of Service”).

By entering into this License, Licensee expressly agrees to be bound by and comply with all terms, conditions, and obligations set forth in the Terms of Service, as amended from time to time. In the event of a conflict between this License and the Terms of Service, the terms of this License shall control solely with respect to the Licensed Materials.

7 PRIVACY AND DATA PROTECTION

Licensee acknowledges and agrees that any collection, storage, use, or processing of personal data by Fossorial in connection with the Licensed Materials shall be governed by Fossorial’s Privacy Policy, available at https://digpangolin.com/privacy-policy.html (the “Privacy Policy”).

By using the Licensed Materials, Licensee consents to Fossorial’s handling of information as described in the Privacy Policy. Licensee further agrees to comply with all applicable data protection and privacy laws when deploying or using the Licensed Materials.

8 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 Licensee and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to Licensed Material.

“Paid Features” means any functionality, capability, or component of the Software that is disabled or non-functional when a Host is operating in an unlicensed state. Paid Features are enabled only when the Host is operating under a valid Personal or Enterprise License Key. Within the Software’s user interface, Paid Features are indicated or labeled with a designated badge or marker to distinguish them from features available under the free or unlicensed tier.

This License shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

EXHIBIT A - 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.