Enterprise License and Services Agreement

1 Agreement and scope

1.1 The signed Order Form, this agreement, and expressly identified schedules form the contract. The Order defines commercial features, environments, price, start date, installation, and support. Additional Orders may be entered into without signing a new general agreement.

1.2 The accepted Order’s commercial fields, including plan, price, term, payment, and renewal, prevail over inconsistent general commercial provisions of this agreement. Other negotiated deviations must identify the affected provision. Data processing, installation, and support schedules govern their respective subject matter. Open-source licenses independently govern covered components. A unilateral administrative purchase order does not change the agreement without Shpyrd acceptance. This agreement prevails over the general Terms of Service for the Enterprise subscription.

1.3 Installation is on-premise in infrastructure supplied and controlled by Customer. Shpyrd performs the agreed initial deployment. Hosting, continuous infrastructure operations, data migration, custom development, and physical attendance require express inclusion. Enterprise is separate from the hosted Shpyrd Cloud service.

2 Commercial license and open-source components

2.1 During the subscription and within the Order's scope, Shpyrd grants a paid, non-exclusive license, without transfer of ownership, to install, run, and use the identified Enterprise components, including to operate Customer's own applications used by Customer's clients. Authorized employees and contractors may operate the software on Customer's behalf and under its responsibility.

2.2 The license covers the environments, clusters, and affiliates identified in the Order. Resale of the platform, sublicensing, or operating a PaaS offering for third parties requires specific commercial authorization. End-user access to Customer's own business applications is not, by itself, resale of the platform.

2.3 Core components published under Mozilla Public License 2.0 remain governed by MPL 2.0; third-party components retain their respective licenses. This agreement does not restrict rights under those licenses, require payment for the open-source edition, or condition its continued use on an Enterprise subscription. Free use of the core does not include commercial support.

2.4 Access to Enterprise source code does not make those components open source. The ee/LICENSE file accompanying the delivered version permits development and testing on its stated terms and requires a valid agreement and license for production use. This agreement supplements that license and overrides inconsistent general disclaimers concerning expressly contracted warranties, support, and liability between the parties.

2.5 Enterprise modifications and publication of patches must comply with the commercial license accompanying the version. Circumventing licensing or redistributing the complete commercial product is not authorized. Commissioned development and its ownership require a separate agreement. Contribution provisions do not extend to Customer's independent code, data, or applications and do not modify MPL rights.

3 Installation and acceptance

3.1 Before deployment, Shpyrd provides infrastructure requirements, supported versions, access requirements, and dependencies. Customer supplies a compatible environment, connectivity, and technical contacts. Temporary credentials have minimum necessary scope; remote access must be authorized, traceable, and removed when no longer required.

3.2 The Order or installation schedule identifies deliverables, timeline, responsibilities, and objective acceptance tests, including installation, license activation, and a test application where appropriate. Production data and migrations may be used only within the expressly authorized scope and with an agreed backup and rollback approach.

3.3 Shpyrd will notify completion. Customer has ten business days to test and accept or identify material nonconformities. Shpyrd will correct issues within its scope and resubmit them. Silence alone is not acceptance. Customer-dependent delays will be documented and the parties will adjust the schedule.

3.4 Recurring billing starts on the commercial activation date in the Order, preferably tied to acceptance. Earlier testing may use a temporary license. Installation, training, and additional work must have a separate price or be expressly included. Scope changes require agreement on price and timing before work proceeds.

4 Subscription and license-key renewal

4.1 The Order defines the initial term (monthly, annual, or another term), start and end, payment frequency and method, whether renewal is automatic, renewal duration, and nonrenewal notice. These are independent fields: an annual agreement may be prepaid or paid in monthly installments. Without express automatic-renewal terms, the commercial entitlement ends at the agreed expiry, subject to a new agreement. A longer-lived key does not grant additional free subscription time.

4.2 A valid key enables commercial features. Its validity and refresh are technical continuity parameters and do not define or change subscription duration, commercial renewal, or billing frequency. Documentation identifies connectivity and recovery requirements. Customer maintains required connectivity unless an offline mode is expressly contracted. Shpyrd provides technical renewals for customers with a valid commercial entitlement, including throughout an agreed annual term.

4.3 A connectivity or licensing-server failure does not automatically terminate the agreement. Shpyrd will provide a recovery procedure or temporary key where necessary to honor a paid, valid period. Response times, contingency arrangements, and functions affected by expiry must be specified operationally before production use.

4.4 After cancellation or expiry of the commercial entitlement, Customer must stop production use of Enterprise features. Key expiry may disable those features as documented, without authorizing deletion of Customer data. Continued use of the open-source core depends on the version's technical requirements and MPL rights; automatic conversion without impact is not promised. The parties will plan removal of Enterprise dependencies.

5 Charges and reconciliation

5.1 The Order defines plan, features, licensed metric and quantity, recurring price per period, total committed term value, installation fees, currency, taxes, invoicing frequency, installments, and due dates. A monthly, annual, or other term is not inferred from an isolated invoice. Infrastructure percentages or usage charges require an express Order formula; telemetry does not create an implicit fee.

5.2 Any infrastructure-percentage formula must identify covered resources, cost source, exclusions, discounts, taxes, currencies, measurement period, and treatment of estimates. The Order states whether the fixed recurring price is added to the percentage or operates as an absorbable minimum. Without a complete formula, only the expressly agreed fixed price applies.

5.3 Statements distinguish actual and estimated amounts. Authorized estimates are reconciled to final data without charging overlapping periods twice. Missing information does not authorize a unilateral charging basis. Customer will cooperate in verifying charges and may dispute items within 30 days after receipt, without waiving later statutory rights, while paying undisputed amounts when due.

5.4 Each party bears taxes allocated to it by law; mandatory withholding is documented and recognized. Domestic transactions between Brazilian residents use BRL unless a specific lawful exception is validated. An Order with a nonresident may specify foreign currency and remittance costs as legally permitted. A withholding gross-up requires express agreement.

5.5 The invoicing schedule and advance or installment payments follow the Order. Variable fees follow the expressly agreed measurement period and due date. Indexation follows the Order and legally permitted frequency. General changes for renewal require at least 30 days notice, or longer where needed to allow nonrenewal, while respecting the committed price and term. A monthly installment does not authorize repricing an ongoing annual agreement. No retroactive change applies.

6 Operations support and updates

6.1 Customer operates and pays for its infrastructure, networks, access controls, backups, and application continuity. Shpyrd is responsible for professional care in installation and services it expressly assumes. Allocation of responsibilities does not excuse either party's own failures.

6.2 The subscription includes the support specified in the Order and access to updates of subscribed components released during the term. Hours, languages, channels, severity levels, and response targets belong in the Order or support schedule. A response target is not a guaranteed resolution time. Twenty-four-hour support is not implied.

6.3 Shpyrd will disclose update requirements and material changes. Customer authorizes deployment windows and maintains supported versions. Technical validity and maintenance periods for each version must be identified in the versioned maintenance policy, preserving applicable statutory support obligations. Version validity is separate from key expiry.

6.4 No uptime SLA for Customer-controlled on-premise infrastructure is implied. Any Shpyrd commitments may cover support, components we operate, or the licensing service, with an expressly defined scope, measurement, and remedies. Support for Customer modifications depends on compatibility and agreed scope.

7 Telemetry security and data

7.1 Licensing and billing may transmit the fields expressly disclosed in the operational schedule: cluster and license identifiers, reporting period, workspace count, aggregate resources, and infrastructure costs. Purposes are entitlement verification, support, and agreed pricing. Shpyrd treats these records as confidential and applies personal-data law where relevant.

7.2 The license does not authorize indiscriminate collection of source code, secrets, databases, or application content. Customer will be told communication destinations, retention, and telemetry access. Diagnostics requiring additional data need authorization and minimization, preferably using anonymized data or a test environment.

7.3 On-premise installation does not grant permanent access to Shpyrd. Deployment and support access must have a defined purpose, duration, authorized personnel, and records. Before Shpyrd processes personal data on Customer's behalf, a data processing schedule must identify actual roles, instructions, categories, security, subprocessors, retention, and any international transfers.

7.4 Each party will notify the other without undue delay of an incident within its responsibility that may affect the other, cooperate in containment, and share available information. Operational notification periods and contacts must support legal deadlines. Local storage of primary data does not eliminate duties concerning telemetry and support data.

8 Confidentiality and ownership

8.1 Confidential information may be used only to perform this agreement and shared only with recipients who need it and are bound by confidentiality. Exceptions cover lawfully public, previously known, unrestricted third-party, or independently developed information. Compelled disclosure must be limited and notified where permitted.

8.2 Confidentiality lasts five years after termination, and longer while legally protected personal data or trade secrets remain protected. On termination, each party returns or deletes the other's confidential information, except required legal archives and protected backups on a documented deletion cycle. Customer retains its data and applications.

8.3 Shpyrd retains rights to commercial components, subject to third-party and open-source rights. Use of Customer's marks, case studies, and public identification requires specific prior authorization. Custom development is excluded unless expressly contracted.

9 Warranties and third-party claims

9.1 Shpyrd has rights to license the commercial components and will perform installation and support with professional care. During the subscription the software will operate substantially in accordance with documentation in supported configurations. Customer will report defects with enough information to investigate.

9.2 Shpyrd will correct or provide a reasonable alternative for material nonconformity attributable to it. If not resolved within 30 days of notice and essential use remains unavailable, Customer may terminate the affected scope and receive prepaid amounts for unprovided periods proportionately, preserving statutory rights. No error-free operation or uncontracted fitness for purpose is promised.

9.3 Shpyrd will defend and indemnify Customer against third-party claims that authorized use of the components it licenses infringes intellectual property, for final awards and settlements it approves. This excludes infringement caused by unauthorized modifications, combinations, or use to the extent of their contribution. Shpyrd may obtain rights, replace, or correct the component; if impracticable, it may terminate that component and refund unused prepaid amounts proportionately.

9.4 Customer is responsible for third-party claims caused by its data, applications, or unlawful use attributable to it. The beneficiary must give prompt notice, cooperate, and permit reasonable defense control; no settlement may impose an admission, payment, or obligation without its consent. Section 10 applies to the extent legally permitted.

10 Liability

10.1 To the extent permitted by law, each party's aggregate liability for direct loss is capped at amounts paid or payable under the affected Order in the 12 months before the event. The proposed cap for confidentiality, data protection, and intellectual-property indemnity is twice that amount.

10.2 Accrued payment obligations are not capped. Fraud, intentional misconduct, and liability that cannot legally be limited are excluded. Indirect loss and lost profits are excluded to the lawful extent, subject to those exceptions. These provisions do not restrict rights of individuals, authorities, or third parties or mandatory software-licensing protections.

11 Cancellation and termination

11.1 Nonrenewal, cancellation, and early exit follow the Order fields for term, renewal, and notice. If no notice deadline is specified, Customer may prevent renewal until the contracted term ends. Shpyrd may decline renewal on at least 30 days notice before expiry while honoring the current term and agreed transition. Cancelling renewal does not end usage rights early or waive installments of a committed term. Penalties, acceleration of installments, refunds, and early-exit consequences require express Order terms and legal validity; no penalty or acceleration is implied.

11.2 Undisputed nonpayment not cured within ten calendar days after notice may suspend support and key renewal. Restrictions for unlawful use or serious risk must be proportionate, justified, and notified as soon as possible. Destructive access to infrastructure or deletion of data is not a collection remedy.

11.3 Either party may terminate for material breach not cured within 30 days of notice, or immediately where cure is legally impossible. Charges for provided services remain due. Unused prepaid periods are refunded proportionately where termination results from Shpyrd's breach or its early termination for convenience.

11.4 When the commercial entitlement ends, Customer disables Enterprise components while retaining its data and open-source rights. Shpyrd will provide documented deactivation guidance. Additional assisted migration requires agreed scope and fees. The parties remove support access and handle diagnostic copies according to the data processing schedule.

12 General provisions and international transactions

12.1 Changing an active Order plan, features, capacity, price, term, or payment frequency requires an amendment or replacement Order accepted by both parties, including electronically. It identifies the original Order, changes, effective date, remaining or new term, next due date, discounts, credits, and any proration or absence of proration. Without accepted transition terms, the change takes effect at the next renewal; administrative changes to keys, telemetry, or payment-processor records do not amend the Order. A new general agreement version requires acceptance or renewal after at least 30 days notice, with any longer notice needed and respect for the existing fixed term.

12.2 A corporate-name change for the same entity will be notified and is not an assignment. Assignment to a different entity requires consent except a reorganization that does not reduce protections and is notified in advance. Neither party may bind the other to third parties.

12.3 A party affected by force majeure will notify and take reasonable mitigation steps. If essential performance is prevented for more than 30 days, either party may terminate the affected scope, with payment for delivered services and return of advances for undelivered services.

12.4 Brazilian law and the courts of São Paulo, Brazil apply, subject to mandatory law and jurisdiction. An international Order may expressly choose different law or forum after review of the transaction. International contracting does not waive mandatory local law, applicable export controls, or valid data-transfer mechanisms.

12.5 The agreement is accepted by signing an Order that incorporates it, including electronically, with prior access to all documents and retention of the accepted version. Notices go to the Order's contacts. Invalidity of one provision does not invalidate the rest. Obligations survive as their nature requires.

13 Language and contacts

This Global edition is drafted in English. Convenience translations do not override it unless mandatory law or the accepted Order requires otherwise. An Order expressly identifying the Brasil edition is governed by its Portuguese text and local provisions.

Contractual notices: legal@shpyrd.io. Privacy requests: privacy@shpyrd.io.