MassTransit Commercial Software License Agreement (draft V4)

Last Updated: Dec 17, 2025

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, titles, 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, sublicense, or otherwise 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.

9. Warranty Disclaimer, and Exclusive Remedies

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

  2. Customer must notify Massient of any service deficiencies within thirty (30) days from performance of the defective services. MASSIENT DOES NOT GUARANTEE THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT MASSIENT WILL CORRECT ALL SOFTWARE ERRORS.

  3. FOR ANY BREACH OF THE ABOVE WARRANTIES, CUSTOMER’S EXCLUSIVE REMEDY AND MASSIENT’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF SOFTWARE ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF MASSIENT CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE SUBSCRIPTION TERM AND RECOVER A PRORATED PORTION OF ANY LICENSE FEES PREPAID TO MASSIENT; OR (B) THE REPERFORMANCE OF THE DEFICIENT SUPPORT SERVICES. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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 Provisions

  1. Language. This Agreement has been agreed to only in the English language. This English language version will control regardless of whether any translations of this Agreement have been prepared or exchanged. Customer acknowledges and represents that it has carefully reviewed this Agreement with the involvement and assistance of your employees, advisors, and/ or legal counsel fluent in the English language, that it has consulted with local legal counsel and counsel competent to render advice with respect to transactions governed by the law applicable to this Agreement, that it has no questions regarding the meaning or effect of any of this Agreement’s terms, and that it has obtained high-quality translations of this Agreement for use by Customer or any of Customer’s team who are not fluent in the English language, with the understanding that Customer alone will bear the risk of any misunderstandings that may arise as a result of such translation. All communications in connection with this Agreement will be in the English language.

  2. Notices to Massient. Any notices to Massient under this Agreement must be in writing and sent by email to support@massient.com. Notices will be considered to have been given at the time of email receipt.

  3. Choice of law; Jurisdiction; Jury Waiver. This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to its choice of law, and all applicable laws, regulations, treaties, or ordinances of the U.S. This agreement shall be interpreted in accordance with the commonly understood meaning of the words and phrases in the U.S. All judicial proceedings regarding any dispute and/ or controversy relating to Maintenance shall be initiated in the State or Federal courts sitting in Delaware, and each party irrevocably submits to the jurisdiction and venue of any such court in any such proceeding. BOTH PARTIES WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

  4. Attorneys’ Fees. In the event of any legal action, arbitration, or proceeding brought by either party against the other arising out of this agreement, the prevailing party shall be entitled to pay reasonable attorney’s fees and costs incurred in such action and such an amount shall be included in any judgment or arbitration decision rendered in such proceeding.

  5. Severability. If any of the parties’ obligations under this agreement are found by a court of competent jurisdiction to be illegal or unenforceable in any respect, such illegality or unenforceability will be interpreted to achieve the goals of such provision to the greatest extent possible under applicable law but shall not affect the other provisions of this agreement, all of which shall remain enforceable in accordance with their terms.

  6. No waiver. The parties shall not be deemed to waive any of their rights or remedies under this agreement unless such waiver is in writing and signed by the party to be bound. No delay or omission on the part of either party in exercising any right or remedy under this agreement will be construed to be a waiver thereof. A waiver of any right or remedy on any one occasion shall not be construed as a bar to or waiver of such right or remedy or any other right or remedy on any future occasion.

  7. Data Protection. Customer acknowledges that correspondence and log files generated in conjunction with a request for Support Services may contain sensitive, confidential, or personal information. Customer is solely responsible for taking the steps it considers necessary to protect the data, including obfuscating the logs or otherwise guarding the information before sending it to Massient.

  8. Force Majeure. In no event shall a party be liable to the other party for any delay or failure to perform its obligations under this agreement (other than a failure to pay amounts owed), which delay or failure to perform is attributable to an event of force majeure or other causes beyond the control of such party and without the fault or negligence of the party claiming excusable delay.

  9. Construction. The section titles of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular and the singular the plural; (b) “or” has the inclusive meaning frequently identified with the phrase “and/or”; and (c) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation.” Any reference in this Agreement to any statute, rule, regulation, or agreement, including this Agreement, will be deemed to include such a statute, rule, regulation, or agreement as it may be modified, varied, amended, or supplemented from time to time.

  10. Modifications to the Agreement. Massient may modify this Agreement (including any Support Services) at any time by posting a revised version on the Massient website. The modified terms will become effective upon posting. By continuing to use the Support Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Massient website regularly for modifications to this Agreement. Massient last modified this Agreement on the date listed at the beginning of this Agreement.

  11. Entire Agreement. This agreement supersedes and terminates all prior written and oral agreements, proposals, promises, and representations of the parties with respect to the services covered by this agreement. The terms of this agreement shall not be amended or changed by the terms of any purchase order or acknowledgement of Customer, even though Massient may have accepted or signed such a document. Any terms or conditions in any amendment, addenda, or written order form that vary from, or add to, the terms and conditions of this agreement shall be of no force and effect. This agreement has been written in the English language, and each party waives any rights that it may have under applicable law to be written in the language of that party’s country, domicile, or incorporation.