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Standard Software License Terms

Standard Software License Terms (for Off-the-Shelf Products)

Effective Date: November 15, 2025

Version: 1.0

Licensor: Agmis, UAB (Lithuanian company code: 301425669)

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1. Scope of These Terms

Subject to the terms of this License and full payment of applicable fees, the Licensor grants the Licensee for a term of five (5) years from the date of delivery (unless a different term including perpetuity is expressly agreed in writing) either:

a) End-User License

A non-exclusive, non-transferable, revocable license to install and use one (1) copy of the Software (or the number of copies expressly stated in the applicable invoice, order form, or purchase confirmation) solely for the Licensee's internal business operations.

b) Reseller License

A non-exclusive, non-transferable, revocable license to resell or sublicense the Software to one (1) third-party end-user per license purchased. The Reseller is authorized to make and distribute only the single copy required for that resale (or the exact number of copies expressly authorized in writing by the Licensor). The Reseller shall not make any additional copies, nor grant any broader rights, without the Licensor's prior written consent.

The Licensee (whether end-user or reseller) shall ensure that all sublicensed users or customers agree to and comply with these License Terms. The Licensee remains fully liable for any breach of these License Terms by its customers or end-users.

All licenses granted under this clause, whether for a fixed term or in perpetuity, are revocable only for cause. Cause includes, without limitation, failure to pay fees in full no later than ninety (90) calendar days from the date of issuance of the invoice (irrespective of any payment terms, acceptance procedures, or commercial arrangements between the Licensee and its own customers or third-party clients), or any material breach of these License Terms. Any invoice issued by the Licensor may specify a shorter payment due date, in which case failure to meet that shorter deadline shall also constitute cause for revocation. Any invoice or Licensor-issued purchase confirmation may specify interim or partial payment deadlines, which must be met to maintain the validity of the license.

No other rights are granted. All rights not expressly granted herein are reserved by the Licensor.

3. Restrictions

The Licensee shall not:

  • Reverse engineer, decompile, or disassemble the Software.
  • Modify, adapt, or create derivative works unless expressly permitted.
  • Use the Software for unlawful, defamatory, or competitive purposes.
  • Transfer, assign, or sublicense the Software except as permitted under Section 1(b).
4. Intellectual Property

The Software and all associated intellectual property rights remain the exclusive property of the Licensor. This Agreement does not transfer any ownership rights to the Licensee.

5. Support and Updates

Basic support is provided for a period of sixty (60) days from the date of delivery. Updates and enhancements may be provided at the Licensor's discretion.

6. Limitation of Liability

To the maximum extent permitted by law:

  • The Licensor shall not be liable for indirect, incidental, or consequential damages.
  • Total liability under this Agreement shall not exceed the fees paid by the Licensee for the Software.
7. Termination

This License shall terminate automatically if the Licensee breaches any term of this License. Upon termination or revocation, the Licensee must cease all use and delete all copies of the Software.

8. Governing Law and Dispute Resolution

This License shall be governed by the UNIDROIT Principles of International Commercial Contracts. Any dispute, controversy, or claim arising out of or relating to this License shall be finally settled by arbitration under the rules of CEPANI (Belgian Centre for Arbitration and Mediation).

The seat of arbitration shall be Brussels, Belgium. The language of arbitration shall be English. All hearings and oral meetings shall be conducted remotely by videoconference (or other appropriate means of distance communication chosen by the arbitral tribunal) unless both parties expressly agree in writing to hold a specific hearing or meeting in person. The arbitral tribunal shall, after consultation with the parties, determine the platform and technical modalities for any remote hearing.