The form of agreement under which Xamun Tech Ltd (UK) grants you LoanOS. You get a copy of the source code to brand, host, modify and run as your own — for your internal business use, in perpetuity.
This Source-Available Software License Agreement (the "Agreement") is entered into by and between Xamun Tech Ltd, a private limited company organized under the laws of England and Wales, United Kingdom ("Licensor"), and the customer entity named in the signed agreement ("Licensee" or "Customer"). Licensor and Licensee are each a "Party" and together the "Parties."
1.1 "Software" means the software product identified in Exhibit A, including all Source Code, object code, libraries, configuration files, and accompanying documentation delivered by Licensor under this Agreement.
1.2 "Source Code" means the human-readable form of the Software, including programmer comments and build scripts necessary to compile or run the Software.
1.3 "Modifications" means any change to, enhancement of, or derivative work based on the Software created by or on behalf of Licensee.
1.4 "Internal Business Use" means use of the Software by Licensee solely to operate Licensee's own business, for the benefit of Licensee and its Affiliates, and not for the benefit of, or to deliver functionality to, any third party except as the incidental result of Licensee operating its own business (for example, Licensee using the Software to run a website that its own customers visit). For clarity, Internal Business Use does not include offering the Software, or its functionality, to third parties as a product or service.
1.5 "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting equity of the entity.
1.6 "Third Party" means any person or entity other than Licensee and its Affiliates.
1.7 "Licensed Version" means the version of the Software delivered to Licensee under Exhibit A, together with any Modifications Licensee creates from it. The Licensed Version does not include any future update, upgrade, new release, patch, or enhancement made available by Licensor after delivery, unless such item is separately licensed to Licensee in writing (at which point it becomes part of the Licensed Version).
2.1 Grant. Subject to Licensee's compliance with this Agreement, Licensor grants Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide license to:
The license in this Section 2.1 is perpetual and irrevocable with respect to the Licensed Version, subject only to termination for breach under Section 10. Licensor's failure to provide updates, maintenance, or support does not affect Licensee's perpetual right to continue using the Licensed Version it has received.
2.2 Affiliates. Licensee's Affiliates may exercise the rights in Section 2.1, provided Licensee remains responsible for their compliance with this Agreement as if they were Licensee.
2.3 No Other Rights. All rights not expressly granted in this Agreement are reserved by Licensor. No license is granted by implication, estoppel, or otherwise.
Except as expressly permitted in Section 2, Licensee shall not, and shall not permit any Third Party to:
3.1 No Resale or Redistribution. Sell, resell, license, sublicense, lease, rent, lend, distribute, publish, or otherwise make the Software or Source Code (in original or modified form, in whole or in part) available to any Third Party.
3.2 No Service or Subscription Offering. Use the Software to provide, or to build, any subscription, software-as-a-service (SaaS), hosted, managed-service, service-bureau, time-sharing, application-service-provider, or similar offering through which any Third Party accesses, uses, or benefits from the functionality of the Software. This restriction applies whether or not the Source Code itself is delivered to the Third Party and whether or not a fee is charged.
3.3 No Sublicensing of Source. Disclose, share, or grant access to the Source Code to any Third Party, except to Licensee's own employees and contractors who (a) require access to perform work for Licensee's Internal Business Use and (b) are bound by confidentiality obligations at least as protective as those in this Agreement.
3.4 No Removal of Notices. Remove, alter, or obscure any copyright, trademark, proprietary, or attribution notices contained in the Software or Source Code.
3.5 No Unlawful Use. Use the Software in violation of any applicable law or regulation.
4.1 Licensor Ownership. Licensor retains all right, title, and interest in and to the Software and Source Code, including all intellectual property rights therein. This Agreement transfers no ownership of the Software to Licensee.
4.2 Licensee Modifications. As between the Parties, Licensee owns the specific Modifications it creates, except to the extent any Modification incorporates or is derived from the underlying Software, which remains owned by Licensor. Licensee's ownership of its Modifications does not grant Licensee any right to distribute, resell, or otherwise exploit those Modifications in a manner that would violate Section 3.
4.3 No Support Obligation for Modifications. Licensor has no obligation to support, maintain, or ensure compatibility with any Modifications created by Licensee.
Licensor shall deliver the Software and Source Code to Licensee in the form and by the method agreed in writing, within the timeline set out in the signed agreement.
6.1 In consideration of the license granted, Licensee shall pay Licensor the fees set out in the signed agreement.
6.2 Unless stated otherwise in the signed agreement, all fees are non-refundable and exclusive of applicable taxes.
7.1 The Source Code is the Confidential Information of Licensor. Licensee shall protect it using at least the same degree of care it uses for its own confidential information of like importance, and no less than a reasonable degree of care.
7.2 Licensee shall not disclose the Source Code except as permitted in Section 3.3, and shall use it only as permitted by this Agreement.
8.1 Limited Warranty. Licensor warrants that it has the right to grant the license in this Agreement.
8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE SOFTWARE AND SOURCE CODE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
9.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 The limitations in this Section 9 do not apply to Licensee's breach of Sections 3 or 7, a Party's indemnification obligations, or a Party's gross negligence or willful misconduct.
10.1 Term. This Agreement begins on the Effective Date and continues perpetually unless terminated under this Section 10.
10.2 Survival of Perpetual License. The license granted in Section 2.1 to use the Licensed Version is perpetual and, except as provided in Section 10.4, survives any termination, expiration, or wind-down of this Agreement or of any related maintenance, support, or update arrangement. Licensee may continue to use the Licensed Version for Internal Business Use indefinitely.
10.3 Termination for Breach. Either Party may terminate this Agreement if the other Party materially breaches it and fails to cure the breach within thirty (30) days after written notice. A breach of Section 3 is deemed incurable and entitles Licensor to terminate immediately.
10.4 Effect of Termination. Upon termination by Licensor for Licensee's material breach (including any breach of Section 3), all licenses granted in Section 2 — including the perpetual license to the Licensed Version — immediately end, and Licensee shall cease all use of the Software, Licensed Version, and Source Code and destroy all copies in its possession, certifying such destruction in writing on request. For the avoidance of doubt, the perpetual right to use the Licensed Version is forfeited only upon such termination for breach, and not upon ordinary expiration or discontinuation of any maintenance, support, or update arrangement.
10.5 Survival. Sections 1, 3, 4, 7, 8.2, 9, 10.2, 10.4, 10.5, and 11 survive termination, except that Section 10.2 does not survive a termination under Section 10.4.
11.1 Governing Law. This Agreement is governed by the laws of England and Wales, without regard to its conflict-of-laws rules.
11.2 Dispute Resolution. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.
11.3 Assignment. Licensee may not assign this Agreement without Licensor's prior written consent, except that Licensee may assign it to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to Licensor.
11.4 Entire Agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions.
11.5 Amendments. Any amendment must be in writing and signed by both Parties.
11.6 Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
11.7 Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.