# DataAI ETL Commercial License Agreement — Sample Template

This sample is provided for counsel review and negotiation. It is not an offer,
does not grant rights, and is not effective unless completed and signed by
authorized representatives of both parties.

## 1. Parties and agreement structure

This DataAI ETL Commercial License Agreement (the **Agreement**) is entered
into as of **[Effective Date]** by and between:

- **Yanbor LLC**, provider of the DataAI product (**Licensor**); and
- **[Customer legal name]**, a **[jurisdiction/entity type]** (**Customer**).

The Agreement consists of these terms, each executed Order Form, and any
expressly incorporated schedules. An Order Form controls for its transaction if
it expressly identifies a conflict with these terms.

## 2. Definitions

**Licensed Software** means the DataAI ETL products, modules, adapters,
versions, documentation, and delivery artifacts identified in an Order Form.

**Authorized Environment** means the customer-controlled accounts, clusters,
workspaces, servers, applications, and locations identified in an Order Form.

**Authorized Users** means Customer personnel and contractors permitted by an
Order Form and bound by confidentiality obligations at least as protective as
this Agreement.

**Customer Data** means data submitted to or processed by Licensed Software on
Customer's behalf.

**Order Form** means a mutually executed transaction document specifying the
Licensed Software, rights, scope, metrics, term, fees, and special terms.

## 3. Commercial license grant

Subject to Customer's payment and continued compliance, Licensor grants the
non-exclusive, non-transferable, non-sublicensable rights expressly selected in
an Order Form during its term.

Unless an Order Form expressly grants broader rights, Customer may install and
execute Licensed Software only for Customer's internal business operations in
Authorized Environments for Authorized Users.

Source code access does not grant redistribution, sublicensing, OEM,
managed-service, public-repository, or derivative-product rights. Any such
right must be expressly stated in an Order Form.

## 4. Restrictions

Except as expressly authorized, Customer must not:

1. distribute, publish, sell, sublicense, rent, lease, or transfer Licensed
   Software;
2. make Licensed Software available through a public repository;
3. use Licensed Software for third-party hosted or managed services;
4. remove proprietary, attribution, or third-party notices;
5. disclose source code to an unauthorized person;
6. bypass technical restrictions or exceed licensed metrics; or
7. use DataAI or Yanbor trademarks except as expressly authorized.

## 5. Delivery, installation, and acceptance

Licensor will deliver the version and artifacts specified in the Order Form by
the agreed channel. Customer is responsible for its infrastructure,
installation, configuration, integration, credentials, data, security,
backups, monitoring, output writes, and acceptance testing.

Customer must report a material delivery defect within **[acceptance period]**
after delivery. If the Order Form provides an acceptance remedy, that remedy is
Customer's exclusive remedy for such a defect. Silence does not create a
warranty, support obligation, or service level.

## 6. Fees and taxes

Customer will pay the fees and taxes specified in each Order Form. Fees are
non-cancelable and non-refundable except where an executed Order Form expressly
states otherwise or applicable law requires otherwise.

## 7. Support and updates

Licensor has no support, maintenance, update, upgrade, patch, response-time, or
service-level obligation unless an executed Order Form expressly purchases and
defines it. Any separately purchased support is limited to the scope, contacts,
hours, severity definitions, exclusions, and term stated in that Order Form.

## 8. Ownership

Licensor and its licensors retain all right, title, and interest in Licensed
Software, documentation, derivative works, improvements, and intellectual
property. Customer retains all right, title, and interest in Customer Data and
Customer-authored applications, subject to Licensor's rights in Licensed
Software.

## 9. Customer data and security

Licensed Software is customer-side embedded software. Unless an Order Form
expressly states otherwise, Licensor does not host Customer Data, receive
Customer Data, provide telemetry, or perform remote license checks. Customer is
responsible for identities, access, encryption, retention, privacy, security,
compliance, backup, recovery, and data-processing instructions.

## 10. Confidentiality

Each party will protect the other party's non-public confidential information
using reasonable care and will use it only to perform this Agreement. Source
code, non-public binaries, credentials, pricing, security information, and
technical materials are Licensor Confidential Information unless lawfully made
public without restriction.

## 11. AS IS; no obligations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSED SOFTWARE AND DOCUMENTATION ARE
PROVIDED **"AS IS," "AS AVAILABLE," AND WITH ALL FAULTS**. LICENSOR DISCLAIMS
ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY,
COMPATIBILITY, RESULTS, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

EXCEPT FOR AN OBLIGATION EXPRESSLY ACCEPTED IN A SIGNED ORDER FORM, LICENSOR HAS
NO OBLIGATION TO PROVIDE INSTALLATION, IMPLEMENTATION, CONFIGURATION, HOSTING,
MONITORING, SUPPORT, MAINTENANCE, UPDATES, UPGRADES, PATCHES, BUG FIXES,
SECURITY FIXES, COMPATIBILITY CHANGES, BACKUP, RECOVERY, MIGRATION, TRAINING,
PROFESSIONAL SERVICES, SERVICE LEVELS, ROADMAP FEATURES, NOTICES, OR CONTINUED
AVAILABILITY OR DEVELOPMENT.

## 12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect,
incidental, special, exemplary, punitive, or consequential damages, or for lost
profits, revenue, goodwill, business opportunities, or data. Any aggregate
liability cap and exclusions must be stated in the applicable Order Form.

## 13. Term and termination

This Agreement begins on the Effective Date and continues while an Order Form
is in effect unless terminated according to its terms. Upon expiration or
termination, Customer must stop unauthorized use and delete or return Licensed
Software as required by the applicable Order Form, except for copies retained
solely where law requires.

## 14. Compliance

Each party will comply with applicable law. Customer is responsible for export,
sanctions, industry, privacy, records, and government-use requirements that
apply to Customer's deployment and data.

## 15. General terms

The Agreement should specify governing law, venue, notices, assignment,
subcontracting, force majeure, severability, waiver, amendment, entire
agreement, order of precedence, counterparts, and electronic signatures.

## Signatures

**YANBOR LLC**

By: ______________________________  
Name: ____________________________  
Title: ___________________________  
Date: ____________________________

**[CUSTOMER LEGAL NAME]**

By: ______________________________  
Name: ____________________________  
Title: ___________________________  
Date: ____________________________

# Sample Order Form

- Customer: **[legal name]**
- Licensed Software: **DataAI ETL [products/modules] version [version]**
- Authorized Environments: **[scope]**
- Authorized Users/metrics: **[scope]**
- License rights: **[internal / source / OEM / redistribution / managed service]**
- Term: **[dates]**
- Fees and payment: **[terms]**
- Support: **[none or selected support schedule]**
- Delivery channel: **[authenticated repository/private marketplace/customer repository]**
- Acceptance period/remedy, if any: **[terms]**
- Liability cap and exclusions: **[terms]**
- Special terms: **[terms]**

This Order Form becomes effective only when signed by authorized
representatives of Yanbor LLC and Customer.
