Licensing Terms

(a) “Core Editor”. means the open-source version of Licensor's DOCX editor licensed under the Apache License, Version 2.0.

(b) “Documentation”. means any usage documentation that Licensor makes available for the Licensed Components.

(c) “Licensed Components”. means the software components of Licensor's DOCX editor published on GitHub as @docx-editor.dev/editor-api and @docx-editor.dev/pro, together with any Updates.

(d) “Licensee's Product”. means the product of Licensee described in the checkout process, into which the Licensed Components are incorporated.

(e) “Licensee Updates”. means any modifications, enhancements, or other changes that Licensee makes internally to the Licensed Components or the Core Editor.

(f) “Updates”. means any bug fixes, patches, or updates to the Licensed Components that Licensor makes generally available to licensees at no additional charge.

(a) License Grant. Subject to Licensee's payment of the Fees and compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable (except as set out below), revocable license during the Term to install and use the Licensed Components and to incorporate them in object form into Licensee's Product. Licensee may sublicense the Licensed Components solely as embedded, non-separable components of Licensee's Product distributed to Licensee's end users.

(b) Core Editor. The Core Editor is licensed separately under the Apache License, Version 2.0, and is not licensed under or governed by this Agreement. Nothing in this Agreement modifies Licensee's rights in the Core Editor under that license.

(c) No Implied License. Any public availability of the source code for the Licensed Components is for reference only and does not grant Licensee any license or right to use the Licensed Components. This Section 2(c) does not limit any rights available to Licensee or any other person under a different license included with the Licensed Components. All other use of the Licensed Components is governed solely by this Agreement.

(d) Restrictions. Licensee shall not: (i) use the Licensed Components other than as expressly permitted; (ii) distribute, sell, rent, or make the Licensed Components available on a standalone basis or other than as embedded in Licensee's Product; (iii) remove or obscure any proprietary notices; (iv) reverse engineer, decompile, or create derivative works, except to the extent this restriction is prohibited by applicable law or as expressly permitted under Section 2(g) (Permission to Make Licensee Updates); or (v) use the Licensed Components in violation of applicable law or to infringe any third party's rights.

(e) Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee under this Agreement. No rights are granted by implication, estoppel, or otherwise.

(f) Delivery. The Licensed Components are publicly available on GitHub as described in Section 1(c). Licensee's access to the Licensed Components on GitHub is not restricted, but Licensee's use of the Licensed Components under this Agreement is conditioned on Licensee’s continued payment of the Fees.

(g) Permission to Make Licensee Updates. Subject to Section 2(d) (Restrictions) and Section 2(h), Licensee may make Licensee Updates for its own internal use in connection with Licensee's Product.

(h) Licensee Updates. Licensee is not required to license any Licensee Update to Licensor or otherwise for so long as Licensee does not disclose that Licensee Update to Licensor or to any other third party. If Licensee discloses a Licensee Update to Licensor or to any third party (including in connection with a request for support), that Licensee Update shall thereafter be licensed under the Apache License, Version 2.0. Upon such disclosure, Licensee (i) grants Licensor a non-exclusive, perpetual, irrevocable, royalty-free license to publish that Licensee Update as a contribution to the Core Editor under the Apache License, Version 2.0, and (ii) appoints Licensor as its agent, with authority to publish and update the repository for the Core Editor with that Licensee Update on Licensee's behalf. Licensor shall not disclose Licensee's identity in connection with that publication.

Licensor does not provide any support, maintenance, or assistance for the Licensed Components under this Agreement.

(a) Fees. Licensee shall pay Licensor the fees set out during the online checkout (the “Fees”), in advance and without offset or deduction.

(b) Non-Payment. If Licensee fails to pay any amount when due and does not cure within ten (10) days after being due, License is suspended, without incurring any liability for the Licensor. Overdue amounts accrue interest at the lower of 1.5% per month or the highest rate permitted by law, and Licensee shall reimburse Licensor for the reasonable costs of collecting overdue amounts, including reasonable attorneys' fees.

(c) Taxes. All Fees are exclusive of taxes. Licensee is responsible for all taxes, other than taxes imposed on Licensor's income.

(d) Fee Changes. Licensor may adjust the Fees for any renewal term by giving written notice at least thirty (30) days before the end of the then-current term. If Licensee does not accept the adjusted Fees, Licensee may elect not to renew under Section 9(a).

Each Party may receive the other Party's non-public business or technical information (“Confidential Information”). The receiving Party shall use Confidential Information only to perform this Agreement and shall protect it with at least reasonable care. Confidential Information does not include information that is or becomes public (other than by breach), was already known to the receiving Party, is independently developed, or is rightfully received from a third party.

As between the Parties, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Core Editor, the Licensed Components, and the Documentation. As between the Parties, Licensee owns all right, title, and interest, including all intellectual property rights, in and to each Licensee Update, subject to the license granted to Licensor under Section 2(h) with respect to any Licensee Update disclosed to Licensor or to any third party. If Licensee provides any feedback or suggestions, Licensor may use them for any purpose without restriction, attribution, or compensation.

THE LICENSED COMPONENTS, THE DOCUMENTATION, AND ANY SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE LICENSED COMPONENTS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(a) Term. This Agreement begins on the Effective Date and continues for one (1) month, and will renew automatically for successive one-month terms unless either Party gives a written notice of non-renewal before the end of the then-current term (the “Term”).

(b) Termination. Either Party may terminate this Agreement for the other Party's material breach that remains uncured thirty (30) days after written notice. Licensor may also suspend or terminate under Section 4(b) for non-payment.

(c) Effect of Termination. On expiration or termination, all licenses granted under this Agreement end; Licensee shall cease all use of the Licensed Components and remove them from Licensee's Product. Fees already paid are non-refundable. Sections 4 through 8, this Section 9(c), and Section 10 survive.

(a) Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.

(b) Notices. Notices to Licensor shall be sent to licensing@eigenpal.com. Notices to Licensee may be sent to the email address provided during checkout. Notice is effective on receipt.

(c) Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between them.

(d) Compliance with Laws; Export. Licensee shall comply with all laws applicable to its use of the Licensed Components and Licensee's Product, including all applicable export control, sanctions, anti-corruption, and data protection laws, and shall not export, re-export, or use the Licensed Components in violation of those laws.

(e) Equitable Relief. Licensee acknowledges that a breach of Section 2, Section 5, or Section 6 may cause Licensor irreparable harm for which monetary damages would be inadequate. In that event Licensor is entitled to seek injunctive or other equitable relief, without the need to post a bond, in addition to any other available remedy.

(f) Publicity. Licensor may identify Licensee as a customer and use Licensee's name and logo for that limited purpose. Neither Party may otherwise issue any public statement regarding this Agreement without the other Party's prior written consent.

(g) Assignment. Licensee may not assign this Agreement, in whole or in part, whether by operation of law or otherwise, without Licensor's prior written consent. Licensor may assign this Agreement freely. This Agreement binds and benefits the Parties and their permitted successors and assigns.

(h) Entire Agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous discussions, proposals, and agreements. Any conflicting or additional terms in a purchase order or similar document are of no effect.

(i) Amendment and Waiver. Licensor may amend this Agreement at any time by giving Licensee at least thirty (30) days' written notice, and the amended Agreement becomes effective at the end of that notice period. Licensee may not amend this Agreement. A Party's failure to enforce any provision is not a waiver of its right to do so later.

(j) Severability. If any provision of this Agreement is held to be unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force and effect.

(k) Force Majeure. Neither Party is liable for any delay or failure to perform (other than Licensee's payment obligations) caused by events beyond its reasonable control.

(l) Electronic Acceptance. Licensee accepts this Agreement electronically by completing the online checkout process.