LicenseRef-Kedify-Commercial-1.0.txt

Kedify Commercial Subscription License
Version 1.0

Copyright Kedify Inc. All rights reserved in Kedify-owned material.

1. Parties and scope. This license is between Kedify Inc. ("Kedify") and the
person or legal entity exercising the rights below ("you"). A person acting
for an entity must have authority to bind it. "Software" means the
Kedify-owned software and related documentation identified as covered by this
license and provided or expressly authorized by Kedify for your use. It
includes covered portions of source code, executable code, container images
and updates. It excludes separately licensed material identified in license
notices. By accepting this license or exercising rights it grants, you agree
to its terms. If you do not agree, you may not exercise those rights. Access
to a repository, an account or a copy of the Software does not by itself
establish a subscription or authorize production use. This does not restrict
rights you independently hold under another applicable license.

2. Commercial entitlement. An "Order" is an order form, online subscription
confirmation or marketplace order accepted by you and Kedify that identifies
the customer, covered products or features, subscription period and usage
limits. While your Order is active and your production rights have not been
suspended or terminated under section 6, Kedify grants you a worldwide,
nonexclusive, nontransferable and nonsublicensable right to install, copy and
run the covered Software within those limits for your own operations.
Installation and operation may be in your own environment, including offline
operation, within the covered scope. This includes supporting applications and
services you operate for your customers, provided you do not make the Software
itself or its autoscaling, recommendation or other covered functionality
available to them as a separate service.

Your employees and contractors may exercise these rights solely on your behalf
and under your responsibility. Affiliates, resellers and managed-service
providers require express coverage in the Order. Source compilation and
modification for production are permitted only if the Order or the Public
Source Addendum expressly grants those rights. An entitlement covers only the
identified products and does not license all Kedify repositories, internal
tools or features.

3. Evaluation and demonstrations. Without a paid subscription, you may
install, copy and run a copy expressly supplied or designated by Kedify for
evaluation for 30 consecutive calendar days from the date specified in
Kedify's trial confirmation, or, if none is specified, from your first
execution of that copy. One evaluation period is permitted per organization
and covered product; obtaining another version or creating another account
does not restart it. Kedify may extend or vary the evaluation in a written
confirmation.

Evaluation permits internal testing and demonstrations to your personnel to
decide whether to purchase Kedify. It does not permit operational reliance,
provision of a service to another person or use to deliver paid consulting
results. Use with live workloads or for actual operational decisions requires
a written trial confirmation expressly identifying that permitted scope.
Recommendations used to set real resource configurations, purchase
infrastructure capacity or make other operational decisions count as
production use even if the Software is read-only, runs offline or makes no
automatic changes. Deciding whether to purchase Kedify does not itself count
as production use.

Kedify and persons acting under its internal authorization may develop, test
and demonstrate its Software as authorized. Partners may demonstrate the
Software to prospects within the scope and duration of a written Kedify
partner or demonstration authorization, without purchasing a customer
subscription for those demonstrations. An authorization to demonstrate does
not allow the prospect to operate the Software independently after the
demonstration.

4. Restrictions. Except as expressly permitted by this license, an Order, the
Public Source Addendum or applicable law that cannot be excluded, you may not
distribute, sublicense, sell, rent, lease or transfer the Software; supply its
functionality to third parties as a hosted service, managed service or service
bureau; incorporate it into a product you provide to others; or use it to
develop or provide a competing product or service. You may not circumvent
entitlement or license controls, remove legal notices, or use Kedify's
trademarks except for truthful identification allowed by applicable law. These
restrictions govern use of the covered Software and do not claim control over
independently created software that does not use it.

5. Ownership and third-party rights. The Software is licensed, not sold.
Kedify retains all rights in its own Software, including its own
modifications, and reserves all rights not expressly granted. This license
grants no ownership of Kedify intellectual property. You retain ownership of
your original private modifications without acquiring ownership of the
underlying Software; their use remains subject to this license and any
required active entitlement. This license does not transfer ownership of your
data or unrelated works to Kedify. Before Kedify accepts submitted code for
inclusion, the relevant rights holder must sign a separate contribution
agreement assigning the submitted original code to Kedify. This license does
not itself assign another person's copyright or transfer third-party rights.

Third-party material remains subject to its identified licenses, which control
that material if these terms conflict. Nothing here limits rights already
granted under an applicable third-party or prior open-source license. For the
duration and scope of the rights granted here, Kedify grants a nonexclusive
patent license under claims it is entitled to license that are necessarily
infringed by the covered Software as supplied by Kedify. This grant also
covers permitted modifications to the extent they continue to practice those
same claims; it does not cover additional claims infringed solely because of
your modifications or combinations. No trademark license is granted.

6. Expiration and termination. Production rights end when the relevant
subscription expires or terminates. Evaluation and demonstration rights end at
the expiration of their authorized periods. Suspension, termination and cure
procedures in a controlling customer agreement or Order prevail under section
8.

Where those documents do not specify a different procedure, Kedify may suspend
production rights by written notice when the applicable fees are more than 30
days overdue. Suspension ends when the overdue fees are paid or Kedify
confirms another resolution in writing, provided the Order remains active and
no other suspension or termination ground applies. Kedify may terminate rights
by written notice for a curable material breach if it remains uncured 30 days
after written notice of the breach, and immediately by written notice for a
material breach that cannot be cured. A cure period does not extend an expired
entitlement or authorize use beyond its scope.

When your rights end, stop the affected use and remove the affected Software
from active systems. You may retain one inactive archival copy solely for
legal recordkeeping and inaccessible backup copies until their ordinary
deletion, provided they are not restored for use without authorization. This
does not require deletion of your data or materials you independently have the
right to retain. Ownership, reserved rights, restrictions applicable to
retained copies and liability provisions survive. An express public-source
inspection right and independent third-party rights survive according to their
own terms.

7. Warranty and liability. Any support, service levels, warranties, remedies
and liability allocation expressly agreed in the applicable customer agreement
control. Subject to those agreed terms, the following provisions apply to the
fullest extent permitted by applicable law.

The Software is provided "AS IS" and "AS AVAILABLE," without express or
implied warranties, including merchantability, fitness for a particular
purpose and noninfringement. Kedify excludes liability for lost profits, lost
data and indirect or consequential damages.

For evaluation, demonstration and other permissions expressly granted without
a paid subscription under this license or the Public Source Addendum, Kedify
has no liability for damages arising out of or relating to that access or use,
whether in contract, tort or otherwise.

For paid use, Kedify's aggregate liability under this license is limited to
the fees actually paid to Kedify for the affected Software during the 12
months preceding the claim.

These liability exclusions and limitations apply only to Kedify's liability.
They do not limit your payment obligations or remedies legally available to
Kedify for unauthorized use, copying or distribution. Nothing in this section
excludes or limits liability that applicable law does not permit to be
excluded or limited.

8. Precedence and changes. A separate customer agreement or product EULA
accepted by you and Kedify for the same Software, together with its
incorporated Orders and amendments, controls to the extent of a conflict with
this license or the Public Source Addendum. Those documents retain the
precedence established by their own terms. They are amended only in the manner
they require; publication or use of this license does not itself amend them.
Where no such separate agreement applies, an accepted Order prevails over the
Public Source Addendum, which prevails over this license, to the extent of an
actual conflict.

For Software Kedify expressly supplies under this license, this license and
the Public Source Addendum replace Kedify's general website Terms of Use
concerning that Software's use and licensing, including warranties, liability
and dispute terms for that Software. This replacement does not apply where the
website terms form part of a controlling separate customer agreement or
product EULA; that agreement's amendment requirements govern. Website access
and separately supplied hosted services otherwise remain subject to their
applicable terms. Third-party licenses and earlier open-source grants remain
unaffected.

A new license version applies only when validly agreed or accompanying a newly
obtained version under its stated terms. Publication alone does not change the
terms for an already obtained version or revoke earlier grants. An amendment
to a controlling agreement must follow that agreement's amendment procedure.

9. Governing law and general terms. The governing law and dispute procedures
in a controlling customer agreement or Order apply. Otherwise, this license is
governed by California law, excluding its conflict-of-laws rules, and
applicable United States federal law. Disputes may be brought before a court
with jurisdiction under applicable law. This license does not require
arbitration or designate an exclusive court venue.

Notices under this license must be in writing and delivered to the notice
contact in the applicable agreement or Order, or otherwise to a business
contact designated by the receiving party for the covered Software. A notice
period begins when the notice is received. If a provision is unenforceable,
the remaining provisions continue to apply to the extent permitted by law. A
failure to enforce a provision does not waive the right to enforce it later.