MassTransit Commercial Software License Agreement (draft V3)

Massient, Inc.
A Delaware corporation
8 The Green, Suite B, Dover, DE 19901, USA
(“Licensor”)

1. License Grant

Licensor grants Licensee a worldwide, non-exclusive, non-transferable license to use the MassTransit software (“Software”) in executable and source code form, in all production and non-production environments owned, leased, or controlled by Licensee, subject to the terms herein. There are no charges based on logical endpoints, usage, message counts, or environments.

2. Contractors and Customer Projects

If contractors or agencies build and deploy applications incorporating the Software for their client under their own license, that use is permitted so long as the contractor maintains the software for the client. If the client assumes ownership or maintenance of the application, the client must purchase their own license appropriate for their organization.

3. Legacy Versions

MassTransit v8 and earlier remain free and open source under their original licenses. However, they are unsupported under this Agreement. This Agreement applies only to MassTransit v9 and later.

4. Subscription License with Perpetual Downgrade Rights

  1. Subscription Term: Licensee’s rights to new versions of the Software are granted under an active subscription. As long as Licensee maintains a valid subscription, Licensee may upgrade to and use the most current version.
  2. Perpetual Rights for Licensed Version: If Licensee’s subscription expires or is not renewed, Licensee retains a perpetual license to use the most recent version of the Software that was available during the subscription term (“Last Licensed Version”).
  3. Redeployment: Redeployment of applications using the same Software version does not require a new license file. A current subscription is only required when upgrading to newer versions.
  4. Upgrades: Only Licensees with an active subscription may upgrade to new versions beyond the Last Licensed Version.

5. Restrictions

Licensee may not:

6. Support & Maintenance

Support and maintenance services are provided in accordance with Licensor’s then-current support policies and only for customers with an active subscription.

7. Intellectual Property

Licensor retains all rights, title, and interest in and to the Software, including all related intellectual property rights.

8. Protections & Compliance

  1. Confidentiality: Licensee shall treat any source code, license keys, support materials, and related non-public information as confidential and shall not disclose them to third parties, except as necessary to exercise rights under this Agreement.
  2. Audit Rights: Licensor may, on reasonable notice and during normal business hours, audit Licensee’s use of the Software to confirm compliance. Audits shall not unreasonably interfere with Licensee’s business operations.
  3. Export Controls & Sanctions: Licensee agrees to comply with all applicable U.S. and international export laws and regulations and shall not transfer the Software to restricted jurisdictions or prohibited parties.
  4. Government Use: If Licensee is a U.S. government agency or contractor, the Software is provided as “commercial computer software” and use is subject to restrictions in FAR 12.212 or DFARS 227.7202.
  5. Assignment & Change of Control: Licensee may not assign or transfer this Agreement, by operation of law or otherwise, without Licensor’s prior written consent, except in the case of a merger or acquisition where the successor agrees to be bound by this Agreement.
  6. Force Majeure: Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including natural disasters, government actions, labor disputes, internet outages, or other events of force majeure.
  7. Severability: If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.

9. Warranty Disclaimer

The Software is provided “as is” without warranty of any kind, express or implied.

10. Indemnification & Limitation of Liability

  1. Indemnification by Licensor: Licensor shall defend and indemnify Licensee against third-party claims alleging that the Software infringes a U.S. copyright or patent, provided Licensee promptly notifies Licensor and cooperates in the defense.
  2. Exclusions: Licensor shall have no obligation to indemnify for claims arising from modifications made by Licensee or use in combination with non-Massient products.
  3. Liability Cap: Licensor’s total liability under this Agreement shall not exceed the fees paid by Licensee in the twelve (12) months preceding the claim.
  4. No Consequential Damages: Licensor shall not be liable for indirect, incidental, or consequential damages.

11. Termination

Licensor may terminate this Agreement if Licensee materially breaches it and fails to cure within thirty (30) days of notice. Upon termination, Licensee must cease using versions of the Software released after the Last Licensed Version, but may continue to use the Last Licensed Version perpetually under Section 4.

12. Miscellaneous