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Signed-off-by: Marc S. Weidner <msw@coresecret.dev>
177 lines
14 KiB
Plaintext
177 lines
14 KiB
Plaintext
# SPDX-License-Identifier: LicenseRef-CCLA-1.1
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Centurion Commercial License Agreement 1.1 (CCLA-1.1)
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CCLA © Centurion Intelligence Consulting Agency, 2025
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Version 1.1, 27.11.2025
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1. General Terms
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1.1. This Subscription License Agreement ("Agreement") governs the commercial use of the Centurion software, scripts, configuration files and related materials (the "Software").
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1.2. Non-commercial usage of the Software may be governed by the Centurion Non-Commercial License 1.1 (CNCL-1.1) or, where expressly indicated, by the European Union Public License (EUPL-1.2) or other applicable open-source licenses. This Agreement applies only to the commercial use of the Software as defined herein.
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1.3. By purchasing and using the Software under this Agreement, you ("Licensee") agree to the terms outlined below.
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1.4. Only the English version of this Agreement shall be legally binding. Translations are provided for convenience only.
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2. Grant of License
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2.1. Subject to payment of applicable subscription fees, Licensor grants Licensee a
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- non-exclusive,
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- non-transferable,
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- time-limited,
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right to use the Software for commercial purposes within the scope defined in this Agreement.
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2.2. This license is valid only for the duration of the subscription period and for the number of installations, instances, environments, or users specified in the applicable ordering or pricing document.
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2.3. No ownership rights in the Software are transferred to Licensee under this Agreement. All rights not expressly granted herein are reserved by Licensor.
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3. Subscription Fees and Payment
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3.1. Licensee agrees to pay the subscription fees as specified in the applicable pricing or order agreement. These fees are non-refundable, except where mandatory law
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requires otherwise.
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3.2. Licensor reserves the right to modify subscription fees upon thirty (30) days written notice for renewal terms. Fee changes shall not affect the current, already paid subscription term.
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4. Restrictions
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4.1. Except as expressly permitted by this Agreement or by mandatory law, Licensee shall not:
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- distribute, sublicense, rent, lease, or resell the Software;
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- allow any third party to access the Software as a service (including, without limitation, as Software-as-a-Service, hosting or outsourcing solution);
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- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent that such activity is expressly permitted by mandatory applicable law;
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- remove or alter any copyright, trademark or other proprietary notices in or on the Software.
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4.2. The Software may not be used for illegal or unethical purposes or in violation of applicable law.
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5. Support and Updates
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5.1. Licensor will provide updates and support for the Software during the subscription period, as detailed in the accompanying support or service level agreement, if any.
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5.2. Support services may include bug fixes, patches, security updates, and minor enhancements. Major new versions or additional features may be subject to separate fees or subscription tiers.
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5.3. Licensor does not warrant that any particular bug or issue will be fixed, nor that updates will be provided at specific times, unless expressly agreed in a separate written support agreement.
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6. Term and Termination
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6.1. This Agreement is valid for the subscription term specified in the applicable order and shall automatically terminate at the end of such a term unless renewed.
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6.2. Licensee may terminate this Agreement for convenience with thirty (30) days written notice, provided that fees already paid remain non-refundable.
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6.3. Licensor may terminate this Agreement with immediate effect upon written notice if:
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- Licensee is in material breach of this Agreement (including but not limited to non-payment of fees or violation of the license restrictions), and fails to cure such breach within a reasonable cure period set by Licensor; or
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- Licensee becomes subject to insolvency, bankruptcy, liquidation, or similar proceedings, to the extent permitted by applicable law.
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6.4. Upon termination or expiry of this Agreement for any reason, Licensee must cease all uses of the Software and delete all copies of the Software in its possession or control. At Licensors' request, Licensee shall confirm such deletion in writing.
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6.5. Sections, which by their nature are intended to survive termination (including but not limited to Sections 6.4, 7, 8, 9, 10, 11, and 12) shall remain in full force
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and effect.
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7. Warranty Disclaimer
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7.1. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.
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7.2. LICENSEE ACKNOWLEDGES THAT COMPLEX SOFTWARE CANNOT BE GUARANTEED TO BE FREE OF DEFECTS OR VULNERABILITIES. LICENSEE IS SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE BACKUP, REDUNDANCY, SECURITY, AND RISK-MITIGATION MEASURES.
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7.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. TO THE EXTENT THAT SUCH MANDATORY RULE APPLIES, THE FOREGOING EXCLUSIONS SHALL APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
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8. High-Risk Environments and Safety-Critical Use
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8.1. The Software has not been designed, tested, certified, or intended for use in safety-critical or high-risk environments or systems, including but not limited to:
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(a) operation or control of nuclear facilities, nuclear reactors, nuclear fuel cycle facilities, or radioactive waste management facilities;
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(b) aircraft navigation, flight control systems, air traffic control systems or similar aviation safety systems;
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(c) railway signaling systems, mass transit control systems, or other public transportation control systems;
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(d) medical devices, diagnostic systems, life-support systems, implantable medical devices, or other systems whose failure could directly endanger human life;
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(e) industrial control systems for critical infrastructure, including but not limited to electric power generation, transmission or distribution systems, gas or oil pipelines, chemical plants, water treatment or water supply systems, and dams;
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(f) military command-and-control systems, weapons systems, or weapons platforms;
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(g) any other environment or system where a failure, malfunction, or incorrect operation of the Software could reasonably be expected to result in death, personal injury, severe physical or environmental damage, or significant disruption of essential public services.
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8.2. This list is illustrative and not exhaustive. It is the sole responsibility of the Licensee to assess whether a given use case constitutes a safety-critical or high-risk environment within the meaning of this Section.
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8.3. Licensee shall not use, and shall not permit any third party to use, the Software in any of the environments or systems described in Section 8.1 or in any similar safety-critical or high-risk environment, unless such a use has been expressly approved in a separate written agreement with Licensor.
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8.4. If Licensee nevertheless uses the Software in such environments or systems, Licensee does so entirely at its own risk and responsibility. In such cases, Licensee shall ensure appropriate redundancy, fail-safe mechanisms, risk mitigation, and independent verification and validation, and shall fully indemnify and hold harmless the Licensor from any claims, damages, or losses arising out of or related to such a use, to the maximum extent permitted by applicable law.
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9. Limitation of Liability
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9.1. Except in cases of wilful misconduct or damage directly caused to natural persons, the Licensor shall in no event be liable, on any legal ground, for any direct or indirect, material or non-material damages arising out of or in connection with this Agreement or the use or inability to use the Software, including, without limitation, loss of goodwill, loss of profits, loss of revenue, loss of data, business interruption, computer failure or malfunction, or any type of economic loss. However, the Licensor remains liable under any applicable mandatory statutory product liability regime and other mandatory provisions of applicable law.
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9.2. To the extent that applicable law does not permit the exclusion of certain types of damages or liabilities, such exclusions and limitations shall apply only to the maximum extent permitted by such a law. Nothing in this Agreement shall deprive the Licensee of rights, which cannot be excluded or limited under mandatory law.
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9.3. Subject to Sections 9.1 and 9.2 and to the jurisdiction-specific provisions below, the Licensors aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall in no event exceed the total amount of subscription fees paid by Licensee to Licensor under this Agreement during the twelve (12) months immediately preceding the event giving rise to the first claim. This limitation shall apply per aggregate of all claims arising from or related to the same event, series of events, or circumstances.
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9.4. Additional provisions for Licensees in Germany
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9.4.1 If the Licensee has its habitual residence or registered office in Germany, or if German law is mandatorily applicable, the limitations in Sections 9.1 to 9.3 shall be construed in accordance with German law as follows:
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(a) The Licensor shall be liable without limitation for damages resulting from injury to life, body, or health caused by its negligent or intentional breach of duty, for damages caused by intentional misconduct (Vorsatz), and under the German Product Liability Act (Produkthaftungsgesetz).
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(b) In case of damage caused by gross negligence (grobe Fahrlässigkeit), the Licensor shall be liable in accordance with the statutory provisions; the limitation in Section 9.3 shall not apply to such cases to the extent that statutory law does not permit such limitation.
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(c) In case of damage caused by simple negligent breach of an essential contractual obligation (Kardinalpflicht), the Licensors liability shall be limited to the typical, foreseeable damage and, in any event, shall not exceed the amount specified in Section 9.3.
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(d) In all other cases of simple negligence, the Licensor shall not be liable.
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9.4.2 Any further mandatory statutory rights of the Licensee under German law remain unaffected.
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9.5. Additional provisions for Licensees in Portugal
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9.5.1 If the Licensee has its habitual residence or registered office in Portugal, or if Portuguese law is mandatorily applicable, the limitations in Sections 9.1 to 9.3 shall be construed in accordance with Portuguese law as follows:
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(a) The Licensors' liability for death or personal injury and for losses caused by wilful misconduct (dolo) or gross negligence (negligência grave / negligência grosseira) shall not be excluded or limited.
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(b) For losses caused by simple negligence, the Licensors liability may be limited or excluded in accordance with Sections 9.1 to 9.3, subject to mandatory provisions of Portuguese law.
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(c) Any mandatory liability under the Portuguese product liability regime or other mandatory provisions remains unaffected.
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9.6. Additional provisions for Licensees in the United States
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9.6.1 If this Agreement is governed by the law of a state of the United States or if a court in such a state applies its mandatory law, the following shall apply:
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(a) Nothing in this Agreement shall exclude or limit liability for death or personal injury where such exclusion or limitation would be unlawful, or for wilful misconduct or fraud.
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(b) To the maximum extent permitted by applicable law, the Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, even if the Licensor has been advised of the possibility of such damages.
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(c) Subject to subparagraph (a), any remaining liability of the Licensor shall be limited in accordance with Sections 9.1 to 9.3 and to the maximum extent permitted under applicable state law.
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9.7. Where different mandatory laws apply simultaneously, the limitations and exclusions of this Article shall be interpreted in a manner that gives effect to the maximum permissible limitation of the Licensors liability without depriving the Licensee of any rights that are mandatory under such laws.
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10. Limitation Periods
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10.1. Any claim by Licensee arising out of or in connection with this Agreement (other than claims for which liability cannot be limited or excluded under mandatory law) must be brought before the competent court within twelve (12) months after the date on which Licensee became aware, or should reasonably have become aware, of the relevant breach and the resulting damage. After the expiry of this period, such claims shall be time-barred, to the maximum extent permitted by applicable law.
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10.2. The limitation period in Section 10.1 shall not apply to claims based on:
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(a) injury to life, body, or health;
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(b) wilful misconduct (and, where mandatory law so requires, gross negligence);
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(c) fraudulent concealment of a defect or breach; or
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(d) liability under mandatory product liability statutes or other mandatory provisions, which prohibit such contractual limitation.
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11. Governing Law
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11.1. This Agreement shall be governed by and construed in accordance with the laws of Portugal, excluding its conflict-of-law rules.
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11.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Portugal, without
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prejudice to any mandatory jurisdiction rules that may apply in favor of Licensee under applicable law.
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12. Miscellaneous
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12.1. This Agreement constitutes the entire agreement between Licensor and Licensee with respect to the commercial use of the Software and supersedes all prior or contemporaneous understandings, whether written or oral, relating to such subject.
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12.2. Any changes or amendments to this Agreement must be in writing and signed by both parties.
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12.3. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
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12.4. The failure of Licensor to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
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13. Contact Information
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Licensor : Centurion Intelligence Consulting Agency
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Email : legal@coresecret.eu
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