DataAI ETL .NET pipelines — Sample Commercial License Agreement

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

Sample Order Form

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