AppJars™ Software License Agreement

Copyright © Flowing Code S.A. All rights reserved.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU, THE LICENSEE, AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.

WITHOUT LIMITING THE FOREGOING, BY (A) COMPLETING THE PURCHASE OF A LICENSE THROUGH ANY OF LICENSOR’S AUTHORIZED SALES CHANNELS OR (B) ACTIVATING A LICENSE KEY IN THE SOFTWARE, LICENSEE FURTHER AFFIRMS THAT IT HAS READ AND AGREES TO THE TERMS OF THIS AGREEMENT, AND LICENSOR MAY RELY ON SUCH PURCHASE OR ACTIVATION AS EVIDENCE OF SUCH ACCEPTANCE BY THE ENTITY TO WHICH THE LICENSE WAS ISSUED.

The AppJars™ software is developed and owned by Flowing Code S.A. (Argentina). All intellectual property rights in the Software, including copyright in the source code and documentation and all associated trademarks (including the AppJars™ trademark), are owned by Flowing Code S.A. The Software is distributed internationally by Flowing Code LLC (EIN 88-0871384), located at 710 W. Hallandale Beach Blvd Suite 103, Hallandale Beach, FL 33009, under an exclusive intercompany distribution agreement. Flowing Code LLC acts as the Licensor of record for the commercial distribution of the Software and grants licenses to end users under the terms of this Agreement.

1. Definitions

• “Effective Date”: refers to the date on which the Licensee first downloads, installs, or uses the Software.

• “Software”: refers to the AppJars™ library, including all its components, source code (where made available by Licensor, including through public distribution channels), object code, documentation, and any updates provided by the Licensor.

• “License Key”: refers to a unique code provided by Licensor to the Licensee that enables the rights associated with a Commercial or Trial License.

• “Permitted Application”: refers to a single software product or service declared by Licensee at the time of purchase of a Commercial License, identified by (a) a primary Java package namespace, deployment artifact identifier, or equivalent stable identifier, and (b) the end-product name and primary distribution channel. Internal microservices, build variants, and tenants of a multi-tenant deployment that share the same codebase and the same end-product identity collectively constitute a single Permitted Application. Licensee may, no more than once during the life of the license, request in writing that the License Key be reassigned to a successor Permitted Application that replaces the original; Licensor’s consent shall not be unreasonably withheld.

• “Purchase Date”: refers to the date on which the Licensee completes the transaction and pays the applicable license fee for a Commercial License.

• “Update Period”: refers to the period of one (1) year commencing on the Purchase Date.

• “End User”: refers to a third-party client of the Licensee who uses the Permitted Application for its own internal business or personal purposes, and not for further development, resale, or redistribution.

• “End Customer”: refers to a third-party entity for whom the Licensee develops a Permitted Application and to whom the Licensee intends to transfer the Software license and source code as part of a project deliverable.

• “Affiliate”: refers to 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 equity or voting interests of such entity.

• “Component”: refers to a discrete software module within the Software (e.g., a specific AppJars™ library) that is separately licensable. Each Component is identified by name in the License Key issued to Licensee, and each license purchased by Licensee covers a single Component.

2. Intellectual Property

The Software is licensed, not sold. Flowing Code S.A. retains all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. No rights are granted to the Licensee other than those expressly set forth in this Agreement.

3. Grant of License

This Agreement grants the Licensee the following rights, based on the type of license acquired:

• a) Commercial License: Upon payment of the applicable license fee for one or more Components, Licensor grants to Licensee a perpetual, non-exclusive, non-transferable, worldwide license to allow its employees, authorized contractors, and Affiliates collaborating on the same Permitted Application to: (i) Install and use each licensed Component, together with the corresponding Commercial License Key, to enable its commercial features, solely for the development and operation of one (1) Permitted Application identified in such License Key. A separate license must be purchased for each additional Component to be used in the Permitted Application, and for each additional Permitted Application. (ii) Distribute each licensed Component in its binary/object form as an integrated part of the Permitted Application. Licensee remains responsible for any Affiliate’s compliance with this Agreement; an Affiliate that wishes to develop or operate a separate Permitted Application, or to use additional Components, must acquire its own license.

• b) Trial License: Upon activation of a trial License Key, Licensor grants to Licensee a temporary, non-exclusive, non-transferable license to install and use the Component(s) covered by such trial License Key, for the period specified in the License Key (typically thirty (30) days), solely for internal evaluation and testing purposes to determine whether such Component(s) meet the Licensee’s requirements. Upon expiration of the specified period the trial License Key ceases to validate and the Component(s) covered by it will no longer operate. Any output, work product, or application created using the Software under a Trial License must not be used for any commercial, production, or deployment purposes.

• c) Free License: If no License Key is activated, the Software will operate in a feature-restricted mode. In consideration of Licensee’s agreement to be bound by the limitations of this mode, Licensor grants Licensee a free, non-exclusive, non-transferable license to use the Software as follows:

  • (i) Install and use the Software for development, testing, and production purposes, including commercial use, solely provided that such use remains within the operational limits set forth in Schedule A (Free Tier Limits), as published at https://docs.appjars.com/licensing/#free-mode-limits and as enforced by the Software in this mode. Licensor will not retroactively reduce the Free Tier limits applicable to a Software version already released; reductions apply only to new releases of the Software; and
  • (ii) Distribute the Software in its binary/object form as an integrated part of Licensee’s applications.

  Licensee expressly acknowledges that the Software serves as a functional “Free Tier” in this mode and agrees not to modify, reverse engineer, spoof, or employ any technical measures to bypass, disable, or circumvent the built-in restrictions. Any attempt to exceed these hard limits without a valid Commercial License constitutes a material breach of this Agreement.

4. Transferability and Resale

• a) General Restriction: Except as expressly set forth in this Section, Licensee may not sell, rent, lease, sublicense, assign, or transfer its rights under this Agreement, or authorize all or any portion of the Software to be copied onto another user’s computer.

• b) Authorized Resale (Project Handovers): If Licensee is a software development agency or systems integrator creating a Permitted Application for a third-party client (“End Customer”), Licensee may transfer the Commercial License and the associated License Key to the End Customer solely in conjunction with the delivery of the source code of the Permitted Application, provided that:

  1. Licensee notifies Licensor of the transfer and provides the End Customer’s registration details;
  2. The End Customer agrees in writing to be bound by the terms of this Agreement;
  3. Licensee retains no copies of the Software license for its own distinct use after the transfer (unless Licensee purchases a separate license).

  Upon such transfer, the End Customer becomes the “Licensee” for all purposes of this Agreement. However, the transfer of the Commercial License under this Section does not reset, extend, or modify the Update Period. The End Customer receives the rights to updates solely for the remainder of the original Update Period.

• c) OEM and Distribution Programs: This Agreement does not grant rights for the mass distribution, sublicensing, or resale of the Software to multiple third parties for development purposes (OEM usage). Entities interested in incorporating the Software into a product for redistribution to other developers or sublicensing the Software to multiple end-customers must contact Licensor to enter into a separate written “OEM Partner Agreement” or “Reseller Agreement.” Conflicting terms in such a separate agreement shall take precedence over this Section.

5. Updates

The terms of this section apply only to holders of a Commercial License. The Licensee is entitled to receive all new versions, updates, and bug fixes for the Software made generally available by the Licensor during the Update Period. Upon expiration of the Update Period, the Licensee shall have no further right to receive updates but may continue to use the last version of the Software received in perpetuity under this Agreement. The Update Period may be renewed upon payment of a separate fee.

6. License Restrictions

Licensee shall NOT:

• a) Develop or operate more than one (1) Permitted Application using a single license.

• b) Use the Software under a Trial License in a production environment or for any commercial purpose.

• c) Distribute, sublicense, rent, lease, or lend the Software as a standalone product.

• d) Distribute, publish, share, or transfer any License Key to any third party, except as permitted herein (see Section 4(b) and Section 6(d)(i)). A License Key may be provided to an End User for an on-premise installation of the Permitted Application, provided that the Licensee’s agreement with the End User meets all of the following conditions:

  • (i) Permitted Use: The agreement must limit the End User’s use of the License Key solely to activating and operating the Permitted Application.
  • (ii) Prohibited Activities: The agreement must expressly forbid the End User from using the Software or License Key for any form of development, debugging, analysis, or reverse-engineering.
  • (iii) No Further Transfer: The agreement must prohibit the End User from sharing or transferring the License Key to anyone else.

  Licensee shall be responsible for any act or omission of any End User that would constitute a breach of this Agreement if performed by Licensee directly, and shall enforce its agreement with the End User on Licensor’s reasonable request. Licensee shall indemnify Licensor for any claim, damage, or loss arising out of an End User’s breach of the obligations described in this Section 6(d). Licensor may revoke any License Key provided to an End User that materially breaches such obligations.

• e) Embed or include a Commercial License Key within any publicly distributed build of the Permitted Application in such a way that it is accessible to end-users or third parties. License Keys must be stored securely (e.g., in a server-side environment or protected configuration file) and must not be committed to public code repositories.

• f) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Where Licensor makes the Software’s source code available to Licensee (whether through public distribution channels or otherwise), such access is granted for the sole and exclusive purposes of internal debugging, education, and review. Licensee shall not: modify, adapt, translate, or create derivative works based on the source code for any purpose other than internal testing and development of the Permitted Application.

• g) Circumvent, disable, or otherwise tamper with any technological measures in the Software that control or enforce the terms of this license, including but not limited to the license key validation and feature-restricting mechanisms.

• h) Remove, alter, or obscure any proprietary notices (including copyright notices) on the Software.

• i) During the term of this Agreement and for a period of thirty-six (36) months thereafter, develop, distribute, or market a software library, framework, or product whose primary purpose is to provide functionality substantially similar to the Software, where Licensee has had access to non-public information about the Software (including its source code under Section 6(f)) in the course of this Agreement. If a court of competent jurisdiction determines that such period is unenforceable as to scope or duration, the restriction shall apply for the longest period and broadest scope permitted by applicable law, but in no event for less than twelve (12) months.

• j) Use the name, logos, or trademarks of Licensor or Flowing Code S.A. (including the AppJars™ trademark) to market the Permitted Application without prior written consent from the Licensor.

• k) Use the Software, including its source code (if provided under Section 6(f)) and its documentation, as training, fine-tuning, or retrieval data for any machine-learning model intended for general distribution or third-party use. Internal use of the Software with general-purpose AI assistants for the development of the Permitted Application (e.g., in-IDE code completion) is not restricted by this paragraph.

• l) Publish or otherwise make publicly available any benchmark, performance comparison, or evaluation of the Software against any third-party product without Licensor’s prior written consent, which shall not be unreasonably withheld where the methodology has been disclosed to Licensor in advance and the results are presented in a fair and balanced manner.

7. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.

8. Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE.

NOTWITHSTANDING THE FOREGOING, FOR ANY LICENSE GRANTED FREE OF CHARGE (SUCH AS A TRIAL OR FREE LICENSE), LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE U.S. DOLLAR ($1.00).

THE FOREGOING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND DO NOT APPLY TO (A) LICENSOR’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 20 (IP INDEMNIFICATION), (B) LICENSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (C) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

9. Term and Termination

• 9.1. Term of Agreement: This Agreement commences on the Effective Date and continues in effect until terminated as provided herein. Licensor may terminate this Agreement upon thirty (30) days’ written notice (which may include email to the address provided by Licensee at the time of purchase) to the Licensee if the Licensee materially breaches any term or condition of this Agreement and fails to cure such breach within that thirty (30) day period. Notwithstanding the foregoing, Licensor may terminate this Agreement immediately upon written notice for (a) any breach of Sections 6(d), 6(e), 6(f), 6(g), or 6(h) (license key, anti-circumvention, and proprietary notice obligations); (b) any use of the Software that infringes the intellectual property rights in the Software; or (c) Licensee’s bankruptcy, insolvency, or assignment for the benefit of creditors.

• 9.2. Term of Licenses: The specific duration and additional termination conditions for each license type are as follows:

  • a) Commercial License: The license granted under a Commercial License is perpetual, subject to the termination provisions of this Agreement.
  • b) Trial License: The license granted under a Trial License is subject to the termination provisions of this Agreement and will automatically terminate without notice upon the expiration of the specified evaluation period.
  • c) Free License: The license granted under a Free License is perpetual, subject to the termination provisions of this Agreement.

• 9.3. Effect of Termination: Upon the termination of this Agreement for any reason, all licenses granted hereunder shall terminate, and Licensee must immediately cease all use of the Software and destroy all copies of the Software and its documentation in their possession or control.

• 9.4. Survival: The following sections will survive any termination or expiration of this Agreement: Section 1 (Definitions, to the extent needed to interpret surviving sections), Section 2 (Intellectual Property), Section 6 (License Restrictions), Section 7 (Warranty Disclaimer), Section 8 (Limitation of Liability), Section 9.3 (Effect of Termination), Section 9.4 (Survival), Section 10 (Governing Law), Section 11 (Entire Agreement), Section 13 (Severability), Section 14 (Waiver), Section 15 (Assignment), Section 16 (Export Compliance), Section 17 (Audit Rights, for any obligation attributable to a period prior to termination), Section 18 (No Telemetry), Section 19 (Maintenance License on Cessation), Section 20 (IP Indemnification, for any claim arising prior to termination), Section 21 (Equitable Relief), and Section 22 (Attorneys’ Fees).

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties hereby consent to the personal jurisdiction and venue therein.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to its subject matter.

12. Changes to the Agreement

Licensor reserves the right, in its sole discretion, to modify the terms of this Agreement for future versions and releases of the Software. Licensor will make the revised agreement available with such future versions. By installing, copying, or otherwise using a future version of the Software, Licensee agrees to be bound by the terms of the license agreement accompanying that version. This present Agreement will continue to govern the specific version of the Software licensed to the Licensee hereunder, but it will not apply to any subsequent versions that Licensee chooses to use.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

14. Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15. Assignment

Except as expressly permitted in Section 4 (Transferability and Resale), Licensee may not assign or transfer any of its rights or delegate any of its obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment or delegation in violation of this section will be null and void.

16. Export Compliance

Licensee represents and warrants that (a) it is not located in, organized under the laws of, or resident in any country or region subject to a comprehensive U.S. trade embargo, and (b) it is not identified on any U.S. government list of denied, restricted, or sanctioned parties (including the OFAC Specially Designated Nationals list, the BIS Entity List, and the BIS Denied Persons List). Licensee shall comply with all applicable U.S. export-control laws and regulations in connection with its use, distribution, and re-export of the Software.

17. Audit Rights

Upon at least thirty (30) days’ prior written notice, and no more than once in any twelve (12) month period, Licensor (or an independent auditor designated by Licensor and reasonably acceptable to Licensee) may audit Licensee’s use of the Software solely to verify compliance with this Agreement. Audits shall be conducted during normal business hours, in a manner that minimizes disruption to Licensee’s business, and at Licensor’s expense; provided, however, that if the audit reveals an underpayment of more than five percent (5%) of the fees actually owed, Licensee shall reimburse Licensor for the reasonable cost of the audit and shall promptly pay all underpaid fees plus interest at the lesser of 1.5% per month or the maximum rate permitted by law.

18. No Telemetry

The Software does not transmit any telemetry, usage data, or other information to Licensor or any third party in connection with its operation. License Key validation is performed locally by the Software using cryptographic primitives embedded in the binary; no network communication is required for activation, validation, or operation. Licensor will not, in any update or future release of the Software covered by this Agreement, introduce telemetry or phone-home functionality without Licensee’s prior written consent.

19. Maintenance License on Cessation

If (a) Licensor undergoes bankruptcy, liquidation, dissolution, or winding-up not promptly succeeded by an entity assuming Licensor’s role under this Agreement, or (b) Licensor ceases responding to material support communications from Commercial Licensees for a continuous period of one hundred eighty (180) days without identifying a successor or authorized affiliate continuing such role, then for each then-active Commercial Licensee the source-code license under Section 6(f) automatically expands to permit modification and adaptation of the Software solely for maintenance and continued operation of its existing Permitted Application. All other restrictions in Section 6(f), and the prohibitions on distribution, sublicensing, and using the source code to develop a different software product, remain in full force.

20. IP Indemnification

Licensor will defend Licensee against any third-party claim that the unmodified Software, as published by Licensor through any official distribution channel and used in accordance with this Agreement, infringes any U.S. patent, copyright, or trademark of such third party, and will pay any damages finally awarded against Licensee or agreed to in a settlement approved by Licensor, provided that Licensee (a) promptly notifies Licensor of the claim, (b) gives Licensor sole control of the defense and any settlement, and (c) provides reasonable cooperation. Licensor’s total liability under this Section is capped at the fees paid by Licensee in the twelve (12) months preceding the claim. Licensor has no obligation under this Section for claims arising out of (i) modifications to the Software not made by Licensor, (ii) combinations of the Software with materials not provided by Licensor where the claim would not arise from the Software alone, or (iii) use of a non-current version of the Software where Licensor has made a non-infringing version available.

21. Equitable Relief

Licensee acknowledges that any breach of Section 6 or any unauthorized disclosure or use of source code provided under Section 6(f) would cause irreparable harm to Licensor for which monetary damages would be inadequate, and that Licensor shall be entitled to seek injunctive or other equitable relief, without the need to post a bond, in addition to any other remedies available at law or in equity.

22. Attorneys’ Fees

In any action or proceeding arising under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.