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Chartbrew Commercial License Agreement

Last Updated: 26th April 2025

This Commercial Software License Agreement ("Agreement") is a legal agreement between Depomo Ltd ("Chartbrew") and you ("Customer") regarding the licensing of Chartbrew under a commercial license.

By downloading, installing, or using the Software, you agree to be bound by this Agreement. If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity. If you do not agree to the terms of this Agreement, do not install, use, or distribute the Software.

1. License Grant

1.1 Commercial License

Subject to payment of the applicable license fees, Chartbrew grants you a non-exclusive, non-transferable, worldwide limited license to:

  • Use, modify, and deploy the Software in a closed-source environment.
  • Sell, host, or offer Chartbrew as a SaaS without open-sourcing modifications.
  • Bundle Chartbrew with other software as part of a commercial product.

This license does not grant ownership of the Software. Depomo Ltd retains all rights, title, and interest.

1.2 Non-Transferability

This license cannot be transferred, assigned, or sublicensed to any third party without prior written consent from Chartbrew.

2. Permitted Use Cases

You must obtain this commercial license if:

  • You offer Chartbrew as a hosted SaaS platform.
  • You bundle Chartbrew with another commercial offering.
  • You use Chartbrew in a way that competes with its core functionality (e.g., offering similar dashboard/reporting services).
  • You sell Chartbrew instances to third parties.
  • You embed Chartbrew into a proprietary software product that competes with Chartbrew's core offering.

If you are self-hosting for personal or internal use, you do not need this commercial license.

3. Restrictions

You may not:

  • Resell, sublicense, or distribute Chartbrew without an active license.
  • Use the Chartbrew name, logo, or branding without written permission.
  • Reverse-engineer, decompile, or attempt to bypass licensing mechanisms.
  • Modify the Software to disable usage limits.
  • Use the Software in any illegal, unethical, or harmful manner.

Violating these restrictions automatically terminates this license.

4. Payment & Subscription Terms

4.1 License Fees

  • The commercial license is a yearly subscription with a fixed annual fee.
  • Customers receive full access to the source code and can use all resources for self-hosted deployments.
  • Renewal is required each year to continue using Chartbrew commercially.

4.2 Payment Terms

  • The annual fee must be paid upfront before license activation.
  • License renewals must be completed before the expiration date.
  • If payment is not received within 30 days after the renewal date, the license is automatically revoked.
  • Once revoked, the customer must immediately stop using the software for commercial purposes until payment is made.
  • Payments are non-refundable, except in cases where Chartbrew is unable to fulfill its licensing obligations.

4.3 Compliance & Audits

  • Customers must ensure they have an active license for all commercial usage.
  • At Chartbrew's written request, you will furnish Chartbrew with an officer's written certification verifying that the Software is being used in accordance with the terms of this Agreement.
  • Upon at least thirty (30) days prior written notice, Chartbrew may audit your use of the Software to ensure compliance with this Agreement, subject to the following conditions:
    • No audit may take longer than 30 days to complete
    • All individuals involved in the audit must sign a non-disclosure agreement
    • No copies of documents may be made
    • No materials may be removed from your premises
    • All auditors must comply with your reasonable rules, policies, and instructions regarding premises or system access
  • If an audit reveals underpaid fees during the audited period, you will promptly pay Chartbrew for such underpaid fees based on Chartbrew's price list in effect at the time the audit is completed.
  • Chartbrew reserves the right to verify licensing compliance and take action if violations occur.

5. Term & Termination

5.1 Term

  • This Agreement remains in effect until terminated.
  • If you breach this Agreement, Chartbrew may immediately revoke your license.

5.2 Effect of Termination

  • Upon termination, you must stop using and distributing the Software.
  • You must remove all instances of Chartbrew covered by this license.
  • Any outstanding fees remain payable and non-refundable.

6. Ownership & Intellectual Property

  • Chartbrew retains ownership of all intellectual property.
  • You retain ownership of any separate, independent software you build.
  • Any modifications you create do not grant you ownership of Chartbrew's core code.

7. Indemnification

You agree to defend, indemnify, and hold harmless Depomo Ltd from any legal claims, damages, or losses arising from:

  • Your use of Chartbrew in violation of this Agreement.
  • Any third-party claim that your use of Chartbrew violates their rights or applicable laws.

8. Confidentiality

  • Any pricing, terms, or discussions regarding this Agreement must remain confidential.
  • You may not disclose this Agreement, pricing details, or licensing terms to any third party without written consent.

9. Disclaimer & Limitation of Liability

  • The Software is provided "as is", without warranties of any kind.
  • Chartbrew is not liable for:
    • Any indirect, incidental, or consequential damages.
    • Loss of revenue, profits, or data.
    • Any security breaches, software bugs, or compatibility issues.

10. Force Majeure

Neither party will be liable for delays or failures due to events beyond reasonable control, including:

  • Natural disasters, pandemics, or acts of God.
  • Government regulations, cyberattacks, or service outages.
  • War, strikes, or other unforeseen events.

11. Governing Law & Dispute Resolution

  • This Agreement is governed by the laws of Scotland.
  • Any disputes must first be resolved through good-faith negotiations.
  • If unresolved, disputes will be settled via arbitration in Edinburgh, Scotland.

12. Technical Support & Service Levels

12.1 Support Coverage

  • Commercial license includes email-based technical support
  • Support is available during business hours (UTC+7)
  • Target response times:
    • Critical issues: 24 hours
    • High priority: 48 hours
    • Normal priority: 72 hours

12.2 Support Limitations

  • Support does not include:
    • Custom development work
    • On-site assistance
    • Integration with third-party systems
    • Training services (available separately)

13. Export Controls

  • You agree to comply with all applicable export and import regulations
  • You will not export or re-export the Software to any prohibited country, entity, or person
  • You are responsible for obtaining any necessary export licenses or permits

14. License Updates

  • Chartbrew may update this Agreement from time to time
  • You will be notified of material changes 30 days in advance
  • Continued use of the Software after changes constitutes acceptance
  • If you do not agree with the changes, you must stop using the Software and terminate your license

15. Survival

The following sections survive termination of this Agreement:

  • Section 6 (Ownership & Intellectual Property)
  • Section 7 (Indemnification)
  • Section 8 (Confidentiality)
  • Section 9 (Disclaimer & Limitation of Liability)
  • Any payment obligations incurred before termination
  • Any terms that by their nature extend beyond termination

16. Contact & Support

For licensing inquiries, contact: 📧 [email protected] 🌍 https://chartbrew.com