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RunsOn Sponsorship License Agreement

Version 2.0 | Effective Date: October 14 2025

1. Definitions

For purposes of this Agreement:

  • ā€œSource Codeā€ means the complete RunsOn software source code, including all files, documentation, build scripts, configuration files, and related materials provided via the private GitHub repository.
  • ā€œSoftwareā€ means the executable form of the Source Code, including compiled binaries, deployed instances, and running applications created from the Source Code.
  • ā€œInstallationā€ means a deployed instance of the Software running in an AWS account, identified by a unique configuration.
  • ā€œLicenseeā€ means the individual or organization purchasing the sponsorship license.
  • ā€œLicensorā€ means RunsOn and its affiliates providing the Source Code and services.
  • ā€œAuthorized Usersā€ means the maximum of two (2) GitHub usernames designated by Licensee for Source Code access.
  • ā€œModificationsā€ means any changes, enhancements, or derivative works created by Licensee based on the Source Code.
  • ā€œPriority Supportā€ means enhanced technical support services with guaranteed response times as defined herein.
  • ā€œAnnual Periodā€ means a twelve (12) month period beginning on the date of initial license purchase or renewal.
  • ā€œTermā€ means the period during which this Agreement remains in effect.

2. License Grant

  • Upon payment, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to access, view, and modify the Source Code for Licenseeā€™s internal use only.
  • This license includes the right to create Modifications for Licenseeā€™s own deployment and operation of the Software in AWS accounts owned or controlled by Licensee.
  • Access is limited to the Authorized Users designated during purchase or subsequently updated according to this Agreement.
  • This license does not grant any rights to Licensorā€™s trademarks, service marks, or trade names.

3. Source Code Access

  • The Source Code will be accessible via a private GitHub repository controlled by Licensor.
  • Licensee must provide the GitHub usernames of Authorized Users during registration.
  • Licensee may update Authorized Users by providing written notice to Licensor, subject to the two (2) user maximum.
  • Access to the Source Code is contingent upon current license status and payment.
  • Licensor reserves the right to revoke access immediately upon termination or breach of this Agreement.

4. License Scope and Restrictions

  • The license permits up to three (3) concurrent installations per GitHub Organization.
  • Each installation must be deployed within AWS accounts owned or controlled by Licensee.
  • Licensee shall not:
    • Exceed the permitted number of concurrent installations
    • Sublicense, sell, rent, lease, or distribute the Software to third parties
    • Use the Software to provide services to third parties
    • Share access credentials or allow unauthorized access to installations

5. Intellectual Property and Restrictions

  • The Source Code and all intellectual property rights therein remain the exclusive property of Licensor.
  • Licensee shall not:
    • Redistribute, sublicense, sell, rent, lease, or transfer the Source Code or Modifications to any third party
    • Provide access to the Source Code to any persons other than Authorized Users
    • Remove, alter, or obscure any proprietary notices or labels on the Source Code
    • Use the Source Code to compete with Licensor or develop competing products
    • Publicly disclose the Source Code or any portion thereof

6. Modification Rights

  • Licensee may modify the Source Code for its own internal use and deployment.
  • Licensee retains ownership of Modifications created by Licensee, provided that:
    • Such Modifications are based on and incorporate Licensorā€™s Source Code
    • Licensor retains all rights to the underlying Source Code
    • All use of Modifications remains subject to the terms of this Agreement
  • All Modifications remain subject to the confidentiality obligations of this Agreement.
  • Licensee may not distribute or share Modifications with third parties.
  • Licensor has no obligation to provide support for Modifications or customized deployments.

7. Priority Support

  • Licensee receives priority technical support through dedicated channels including:
    • Private Slack Connect channel with direct access to RunsOn support team
    • Dedicated email support address provided upon registration
  • Licensor commits to responding to priority support inquiries within two (2) business days during normal business hours (9 AM - 5 PM CET, Monday through Friday).
  • Priority support covers the original Source Code; support for Modifications is provided on a best-effort basis.

8. License Fee and Payment Terms

  • Licensee agrees to pay an annual sponsorship license fee of 1,500ā‚¬.
  • Payment is due in full upon acceptance of this Agreement and annually thereafter on the anniversary date.
  • Payment shall be made through Licensorā€™s designated payment processor or such other payment method as may be mutually agreed in writing.
  • All fees are non-refundable under any circumstances.
  • All fees are exclusive of applicable taxes, duties, and other governmental charges, which shall be borne by Licensee.

8a. Bundled Standard Licenses

  • Sponsorship license holders may purchase additional Standard Software Licenses at a discounted rate for use by other GitHub Organizations.
  • Bundled licenses are subject to the terms of the Standard Software License Agreement and do not include source code access or priority support.
  • Pricing for bundled licenses is available upon request to Licensor.
  • Each bundled license is separately invoiced and subject to its own renewal cycle.

9. Term, Renewal, and Termination

  • This license is granted for one (1) year and will automatically renew upon timely payment of the license fee.
  • Either party may terminate this Agreement with thirty (30) days written notice.
  • This Agreement will terminate automatically if the license fee is not paid when due.
  • Upon termination:
    • Licenseeā€™s access to the Source Code will be immediately revoked
    • Licensee must cease all use of the Source Code and destroy all copies
    • Licensee must remove all deployed instances of the Software
    • Confidentiality obligations survive termination indefinitely

10. Marketing Rights (Optional)

  • Licensee may optionally grant Licensor permission to use Licenseeā€™s name and logo on marketing materials and website.
  • This permission is entirely voluntary and may be:
    • Declined initially without affecting any other rights under this Agreement
    • Granted by providing written consent to Licensor
    • Revoked at any time by sending a simple email request to Licensor
  • Upon revocation, Licensor will remove Licenseeā€™s name and logo from future marketing materials within thirty (30) days, though materials already distributed need not be recalled.

11. Confidentiality

  • Licensee acknowledges that the Source Code constitutes valuable confidential and proprietary information of Licensor.
  • Licensee shall maintain the confidentiality of the Source Code using the same degree of care used for its own most confidential information, but no less than reasonable care.
  • Authorized Users must be bound by confidentiality obligations substantially similar to those contained herein.
  • This confidentiality obligation survives termination of this Agreement indefinitely.

12. Warranty Disclaimer

  • THE SOURCE CODE AND SOFTWARE ARE PROVIDED ā€œAS ISā€ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
  • LICENSOR DOES NOT GUARANTEE THAT THE SOURCE CODE WILL MEET LICENSEEā€™S SPECIFIC REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.
  • LICENSOR REPRESENTS AND WARRANTS THAT THE SOURCE CODE PROVIDED UNDER THIS LICENSE DOES NOT AND WILL NOT CONTAIN ANY VIRUS OR OTHER CONTAMINANT, OR DISABLING DEVICES TO THE EXTENT SUCH ISSUES ARE CAUSED BY LICENSORā€™S OWN CODE AND NOT BY THIRD-PARTY COMPONENTS, LIBRARIES, OR DEPENDENCIES.
  • LICENSOR IS NOT RESPONSIBLE FOR THE SECURITY, INTEGRITY, OR PERFORMANCE OF ANY THIRD-PARTY CODE, LIBRARIES, OR DEPENDENCIES, INCLUDING BUT NOT LIMITED TO THOSE INCLUDED IN EC2 BASE IMAGES (AMIS).
  • IF YOU HAVE CONCERNS ABOUT THE BASE AMIS, YOU CAN REBUILD THEM USING YOUR OWN PROCESSES AND TOOLS. LICENSOR IS NOT RESPONSIBLE FOR ANY ISSUES ARISING FROM THE USE OF MODIFIED OR REBUILT AMIS.

13. Limitation of Liability

  • IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SOURCE CODE, SOFTWARE, OR SUPPORT SERVICES.
  • LICENSORā€™S TOTAL LIABILITY SHALL NOT EXCEED THE ANNUAL LICENSE FEE PAID BY LICENSEE.
  • This limitation applies regardless of the theory of liability and even if Licensor has been advised of the possibility of such damages.
  • Some jurisdictions do not allow exclusion of implied warranties or limitation of liability, so these limitations may not apply to you.

14. Indemnification

  • Licensee shall indemnify, defend, and hold harmless Licensor from any claims, damages, or expenses (including reasonable attorneysā€™ fees) arising from:
    • Licenseeā€™s use or modification of the Source Code
    • Breach of this Agreement by Licensee or Authorized Users
    • Violation of applicable laws by Licensee
    • Any third-party claims related to Licenseeā€™s Modifications or deployments
    • Unauthorized disclosure of the Source Code

15. Compliance and Audit

  • Licensee shall maintain accurate records of Authorized Users and Source Code access.
  • Licensor may request verification of compliance with at least fourteen (14) days written notice, no more than once per Annual Period.
  • Verification shall be limited to:
    • List of Authorized Users with access dates
    • Number and location of active Installations
    • GitHub Organization name(s) using the Software
  • Licensee may redact unrelated confidential information from records provided.
  • Licensee agrees to cooperate in good faith with any compliance verification efforts.

16. Assignment and Transfer

  • This license is personal to Licensee and may not be assigned or transferred without Licensorā€™s prior written consent.
  • Any attempted assignment without consent shall be void.
  • In the event of a merger, acquisition, or sale of substantially all assets, Licensee may request consent to assign, subject to Licensorā€™s approval.

17. Modification of Terms

  • Licensor may modify this Agreement with thirty (30) days prior written notice.
  • Continued use of the Source Code after the effective date constitutes acceptance of modified terms.
  • If Licensee does not accept modified terms, Licensee may terminate this Agreement.

18. Notices

  • All notices shall be in writing and delivered via email to the addresses provided during registration.
  • Licensor notices to: [email protected].
  • Licensee notices to: the email address associated with the Authorized Users
  • Notices are deemed received when sent to the designated email address.

19. General Provisions

  • Governing Law: This Agreement is governed by the laws of France, excluding conflict of law principles.
  • Severability: If any provision is found invalid or unenforceable, the remainder shall remain in effect.
  • Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings.
  • Force Majeure: Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control.
  • No Agency: This Agreement does not create any agency, partnership, or joint venture relationship between the parties.

20. Acceptance

By purchasing this sponsorship license or accessing the Source Code, Licensee acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.