Commercial Software License Agreement
1. Definitions
- "Licensor": Refers to Caprica Software Limited, a company registered in England under registration number 6405206, the creator and owner of the Software.
- "Licensee": Refers to the individual or entity purchasing and using the license.
- "Software": Refers to the library produced by the Licensor and any accompanying binary files, updates, or materials provided under this Agreement.
- "Application": Refers to a single, distinct software product developed by the Licensee that incorporates the Software.
2. License Grant & Scope
- Binary-Only Redistribution: Subject to the terms of this Agreement, the Licensor grants the Licensee a non-exclusive, worldwide right to redistribute the Software in binary form only as an integrated part of one (1) specific Application.
- Per-Product Requirement: If you have multiple different products or applications that will include the Software, or if you have multiple applications using the Software within the same product "suite", each such application requires its own separate license.
- Prohibited Distributions: You may not redistribute the Software as part of any "plugin" or "app" intended to run within or upon some other third-party application, service, or platform.
- No User or Developer Limits: There are no per-user royalties or per-developer seat fees. You may have any number of end-users using the Software and any number of internal developers working on the licensed Application at no extra cost.
3. License Tiers & Payment Terms
Option A: Standard Commercial Subscription (For Businesses with gross annual Revenue over £500k)
- Subscription Requirement: A continuing monthly or annual subscription is required to keep this license valid.
- Termination on Cancellation: Cancelling your subscription immediately terminates this license agreement, and you no longer have the right to include or distribute the Software with your Application.
- Updates: Software updates, at the Licensor's discretion, are included at no extra cost for as long as the subscription is maintained and active.
Option B: Freelancer and Small Business License (For Gross Annual Revenues under £500k)
- Eligibility: Available to freelance developers working for their own company and organizations with annual gross revenues under £500,000.
- Payment: A one-time, up-front fee. No ongoing subscription is required.
- Perpetual License: This specific tier provides a perpetual license that does not expire.
- Updates: 12 months of software updates from the date of purchase, at the Licensor's discretion, are included at no extra cost.
Non-Refundable Fees
- Non-Refundable: All license payments—including subscription fees, recurring payments, and one-time up-front fees—are strictly non-refundable once paid.
4. Support and Maintenance
- No Formal Support: This license does not include any formal technical support, SLAs, or guaranteed response times, unless a separate support agreement has been purchased.
5. Intellectual Property
- The Software is licensed, not sold. The Licensor retains all ownership, copyright, and intellectual property rights in and to the Software.
6. Disclaimer of Warranties
- "As Is" Basis: The Software is provided to you "as is," without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement.
- Patent Liability: The Licensor disclaims any and all liability regarding third-party software patents or intellectual property claims arising from your combination or use of the Software.
- No Guarantee of Error-Free Operation: The Licensor does not warrant that the Software will meet your requirements or that its operation will be uninterrupted or error-free.
7. Limitation of Liability
- To the maximum extent permitted by applicable law, the Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages—including loss of profits, data, business, or goodwill—arising out of or in connection with this Agreement or the use or inability to use the Software, even if advised of the possibility of such damages.
- The Licensor’s total cumulative liability under this Agreement shall not exceed the total fees actually paid by the Licensee for the Software license during the 12 months preceding the claim.
8. Term and Termination
- This Agreement remains in effect until terminated.
- For subscription tiers, failure to maintain the monthly or annual subscription automatically terminates the license.
- Upon termination for any reason, you must immediately cease all distribution of the Software and remove it from all copies of your Application.
October 2026