A fast, easy and affordable way to build and deploy applications of any complexity across web and mobile
End-User License agreement of Aqtra Platform
Version: v1.7 Effective: January 1, 2026
Provider/Licensor: Aqtra Platform LLC, a Delaware limited liability company, 2604 Whittier Place, Wilmington, DE 19808, USA
Contact: legal@aqtra.io Website: aqtra.io
These Master Terms of Service ("Agreement", "Public Offer") form a legally binding agreement between you ("Customer", "you") and Aqtra Platform LLC ("Aqtra", "Licensor", "we"). You accept this Public Offer by (a) purchasing or subscribing through a marketplace listing, (b) deploying, installing, accessing, or using the Product in any environment, or (c) clicking an acceptance button where provided. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.
[B2B Use Only] The Product is provided solely for business users (no consumer/personal use).
1. Definitions
2. License and Restrictions
2.1 Grant. Limited, non-exclusive, non-transferable, non-sublicensable license: (a) PAYG under the active marketplace subscription; (b) BYOL within purchased metrics/environments/term authorized by key/activation.
2.2 Restrictions. No circumvention of technical limits; no reverse engineering/decompilation except as permitted by law; no renting/leasing; no MSP-style services without consent; no competing product; no removal of notices/license texts.
2.3 Trial (if offered). If a Trial is made available for the applicable marketplace plan/listing, it is provided as-is, without SLA/credits, may be terminated at any time, and its duration and limits are as stated in that listing/plan (or otherwise communicated in writing).
2.4 Limited Mode on Non-Payment. Minimum term one (1) month; auto-renews until canceled. On expiry/non-payment, access downgrades to limited functionality (e.g., read/export-only; no build/deploy/CI; user/node caps) with a reasonable data-export window.
3. Fees and Billing
3.1 Marketplace Billing (Subscription Fee and PAYG). Where the Product is purchased via a marketplace, Customer will be billed through that marketplace (i) any recurring subscription fee (if applicable) according to the selected plan/pricing, and (ii) any usage-based charges for metered Product usage (PAYG), in each case as shown in the applicable marketplace listing/plan. Marketplace usage/metering records are final for billing. All underlying cloud infrastructure consumption (compute, storage, networking, and dependent services) is billed by the cloud provider directly to Customer’s cloud account.
3.2 BYOL. Fees payable to Licensor/reseller; taxes/withholdings are Customer’s responsibility unless otherwise stated. Licensor may enforce technical license controls and deactivate upon non-payment/expiry.
4. Marketplaces — Flow-Down and Priority
4.1 Purchases via a marketplace require compliance with the provider’s terms/policies (AUP, export/sanctions).
4.2 Standard Contracts (Marketplace Priority). If a marketplace Standard Contract and/or mandatory marketplace terms apply to the transaction, they prevail to the extent required by the marketplace and only to the extent of any direct conflict with this Agreement. This Agreement supplements and governs the Product, license scope, support, and data protection where not addressed by, or not in conflict with, applicable marketplace terms/Standard Contract.
4.3 Licensor may share minimal usage/subscription identifiers with the provider for billing/support; Customer Data content is not shared except as required by law or incident response.
5. Deployment, Infrastructure, Support
5.1 No Hosting. Licensor does not provide hosting/IaaS/PaaS and is not responsible for availability/cost/quotas/performance of Customer/third-party infrastructure. All cloud resources deployed into Customer’s account/subscription/project are owned and controlled by Customer. Licensor has no administrative access to Customer’s cloud environment by default; any access for support is only with Customer’s explicit authorization, time‑bound, least‑privilege, revocable, and limited to what is necessary to provide requested support.
5.2 Support & Updates. Per Section 23 (Support SLA). Updates and patches may be delivered via packages, images, or other mechanisms described in the documentation. Critical security fixes may be applied automatically only within the Product runtime and only when Customer enables automatic updates (or where the mechanism is explicitly described and accepted by Customer); where supported, Customer may defer updates and apply them within a maintenance window.
5.3 Backup/DR. Customer responsibility unless purchased as an option.
5.4 Compatibility. Requirements/supported versions are in the documentation.
6. Customer Data & Privacy (Built-In Data Processing Terms)
6.1 Roles. Customer is the Controller for Customer Data. Licensor acts as a Processor only to the extent Licensor receives or otherwise processes Personal Data on Customer’s behalf (e.g., support cases, licensing/entitlement validation, security/abuse prevention, and limited telemetry/usage signals). Licensor does not access Customer Data content by default. Appendix G sets out GDPR‑aligned processing terms for such limited processing; where no processing occurs, these terms do not apply.
6.2 Purposes. Service provision/support, billing, security, legal compliance.
6.3 Telemetry/Usage. The Product may send limited technical and usage signals (e.g., version, feature usage counts, health/status, error codes, configuration metadata) to operate the Product, ensure security, and support billing/entitlement. Telemetry must not include Customer Data content (payloads) unless Customer explicitly provides it for support. Optional telemetry may be disabled where documented; required PAYG metering for marketplace billing/entitlement cannot be disabled.
6.4 Sub-processors. Listed publicly; material changes announced; unresolved, substantiated objections may lead to cessation of affected processing/functions.
6.5 Transfers. SCC/UK IDTA with reasonable supplementary measures (encryption, etc.).
6.6 Data Subject/Regulator Requests. Reasonable assistance subject to feasibility and cost.
6.7 Content Responsibility. Customer remains responsible for lawfulness and accuracy of Customer Data.
7. Third-Party & Open-Source Components — Allocation of Responsibility
7.1 Applicable Licenses. Third-party and OSS components (e.g., MIT/BSD/Apache/GPL) are governed by their own licenses, which prevail only in their expressly regulated scope. Notices/license texts are provided (e.g., NOTICE, docs, or the SBOM at aqtra.io/sbom).
7.2 Disclaimer. Third-party components are provided as-is by their owners; Licensor gives no extra warranties and is not liable for defects/vulnerabilities/compatibility/availability; upstream fixes integrated on a commercially reasonable basis.
7.3 OSS Obligations. Licensor fulfills disclosure/source obligations only to the extent required by applicable OSS licenses and law. Customer’s OSS-granted rights remain intact.
7.4 Versions/Substitutions. Licensor may pin/update versions, remove/replace components with functional equivalents, or change delivery mechanism without degrading core functionality; API/SDK/EOL risks are outside Licensor’s control.
7.5 Security. Licensor monitors CVEs/bulletins, integrates upstream fixes, and may publish advisories/workarounds; Customer keeps installations/images current (unless managed services apply).
7.6 Third-Party Services/Connectors. Customer must comply with third-party terms (AUP, quotas, data types, export/sanctions); risks (API changes, limits, outages, charges) are Customer’s; Licensor is not liable for such services or content.
7.7 No Copyleft “Infection.” Use of the Product does not impose copyleft terms on the Product unless required by an included component license and not caused by Customer’s misuse.
7.8 Sole Obligations. Correct notices; provide source where required; integrate upstream fixes where feasible. Other claims lie with the third-party rights holders/providers.
7.9 Removal/Replacement Right. Licensor may remove/replace risky components, providing an equivalent/alternative.
7.10 SBOM. Dependencies are listed in the SBOM at aqtra.io/sbom and updated via publications (site/console/NOTICE).
7.11 Liability Limit. Claims relating to third-party components are subject to Section 13 (cap).
8. Use, Connectors, Generated Output
8.1 Compliance with export/sanctions, cloud AUPs, and third-party API/SDK/AI terms.
8.2 Fair-Use/Limits. Reasonable technical limits (build frequency, parallel jobs, API quotas, metadata storage).
8.3 High-Risk Uses. Prohibited without written authorization.
8.4 Generated Output. Owned by Customer (excluding the Product, OSS/third-party components, and third-party content/APIs). Customer is responsible for review/testing/safe execution.
9. Aqtra Platform Intellectual Property
9.1 Ownership. The Product (source/object code, architecture, algorithms, DB schemas, configurations, specs, interfaces/UI layouts, design, materials, documentation) is owned by Licensor and/or its licensors. No rights are transferred except the license in Section 2. All other rights are reserved.
9.2 No Transfer. No assignment of title; no rights to source code; no broader rights than expressly granted.
9.3 Trademarks. “Aqtra,” logos, brand graphics, and module/function names are Licensor’s marks. Use requires prior written consent and Brand Guidelines; no affiliation/endorsement implied.
9.4 Look & Feel. Layouts/flows, iconography, navigation, color schemes, and other distinctive UI elements are protected. No imitation or confusing similarity.
9.5 Patents/Know-How. Technologies/methods may be patented or constitute trade secrets; no patent license unless expressly stated.
9.6 Database Rights. Structure/selection/arrangement of data/metadata (including catalogs/models) are protected, including EU/UK sui generis database rights; no systematic extraction/re-use of substantial parts.
9.7 IP Notices. No removal/alteration of copyright, trademark, license notices, or watermarks.
9.8 Anti-Circumvention. No circumvention of protection/licensing/metering; no automated scraping/indexing of UI/docs.
9.9 Benchmarking. Allowed with transparent methodology (version/config/environment), no misleading claims, and protection of keys/tokens.
9.10 Third-Party/OSS Materials. Governed by their licenses; those licenses prevail only in their scope; Customer’s OSS rights remain (see Section 7 and the SBOM at aqtra.io/sbom).
9.11 Feedback. Non-exclusive, irrevocable, perpetual, royalty-free license to use feedback; excludes Customer Data and Generated Output.
9.12 Enforcement. Licensor may seek injunctive relief and recovery of reasonable legal fees where permitted.
9.13 Reservation of Rights. No implied licenses; any rights not expressly granted are reserved.
10. Limited Warranties & Disclaimers
10.1 Licensor warrants licensing rights and substantial conformity to documentation under normal use.
10.2 Otherwise, including Trial/beta/third-party components, the Product is provided as-is, without other warranties (express, implied, statutory).
11. Support & SLA (No Uptime Credits)
11.1 SLA applies to software only (Section 23); infrastructure availability/performance is excluded.
11.2 No monetary uptime credits; support-service credits only.
12. Indemnity (Exclusive Remedy)
For third-party IP claims against the unmodified Product, Licensor may modify, replace, procure rights, or terminate with a pro‑rata refund of the unused period. Exclusions: Customer modifications/integrations, misuse, combinations with unauthorized items, Customer Data/content, third-party APIs.
13. Liability Cap
13.1 No liability for indirect, incidental, punitive, special, or consequential damages; loss of profits/revenue; loss of data; business interruption.
13.2 Aggregate liability capped at amounts actually paid for the Product in the 12 months preceding the event; applies to all claims (including IP) except where liability cannot be limited for willful misconduct/gross negligence under mandatory law.
14. Term, Suspension, Termination
14.1 Effective upon acceptance/first use; continues per these terms.
14.2 Termination for uncured material breach after 30 days’ notice (or sooner if required by law/marketplace).
14.3 Suspension for security risk, AUP/legal violations, non-payment (BYOL), or at provider request.
14.4 Upon termination, Customer must cease use; data, IP, liability, and law/forum provisions survive.
14.5 Customer Resources and Data. Suspension or termination affects only the Product license/entitlement and Product functionality. Customer retains ownership and control of all cloud resources and data in Customer’s environment. Licensor will not delete, modify, or deprovision Customer’s cloud resources; Customer is responsible for deprovisioning. Where feasible, the Product will provide a reasonable opportunity to export Customer Data in accordance with Section 2.4 and the documentation.
15. Governing Law & Forum (State of Delaware, USA); Class-Action Waiver
15.1 Exclusive jurisdiction/venue: state and federal courts located in the State of Delaware, USA (New Castle County).
15.2 Waiver of jury trial and class/collective actions to the maximum extent permitted by law.
15.3 Injunctive/specific relief available to protect IP and confidentiality.
16. Order of Precedence & Changes
16.1 Precedence: (i) this Agreement, (ii) listing/price/order (price/metrics/term only), (iii) linked documentation/policies.
16.2 Marketplace Standard Contract Priority. Where the purchase is made via a marketplace, any applicable marketplace Standard Contract and mandatory marketplace terms prevail to the extent required and only to the extent of any direct conflict. This Agreement continues to apply to all other matters and to the extent it is consistent with the marketplace terms.
16.3 Licensor may update this Offer; updates apply upon publication; for active BYOL subscriptions, at renewal/new order unless mandatory law requires earlier application.
16.4 Customer PO/boilerplate does not amend this Agreement without Licensor’s written consent.
16.5 Severability; no waiver by course of dealing.
17. International Applicability (Universal Model)
17.1 Global territory, except where prohibited by sanctions/export laws.
17.2 Mandatory local law prevails only as required and does not expand Licensor’s liability beyond this Agreement.
17.3 Taxes/Currencies/Invoicing. PAYG follows marketplace rules; BYOL taxes/withholdings are Customer’s responsibility unless otherwise stated.
17.4 Export/Sanctions. No use/transfer in violation of U.S./EU/UK regimes; Licensor may suspend/terminate where risk arises.
17.5 Public Sector. Outside the U.S., the Product is “commercial computer software” acquired on these commercial terms; procurement mechanics do not alter IP/warranty/liability provisions.
17.6 Language. This English version is authoritative; translations are for convenience only.
17.7 Conflict-of-laws Opt-Out. Conflict rules, CISG, Rome Convention, etc., are disapplied.
17.8 Regional Addenda. May be published without signature and do not expand Licensor’s liability.
17.9 No Jurisdiction Submission. Compliance with local mandatory norms does not constitute submission to non-Delaware and Wales jurisdiction.
18. AWS Marketplace Specific Terms (Flow-Down)
18.1 AWS/AWS Marketplace core terms & AUP — only for payment/taxes/refunds/procurement.
18.2 AWS usage/metering is final for billing.
18.3 Minimal usage/subscription data may be shared.
18.4 IP/warranties/liability/data protection — per this Agreement.
19. Microsoft Commercial Marketplace/Azure Specific Terms (Flow-Down)
19.1 Microsoft marketplace terms — only for payment/taxes/refunds/procurement.
19.2 Microsoft usage data is the basis for billing.
19.3 All else governed by this Agreement.
20. Google Cloud Marketplace Specific Terms (Flow-Down)
20.1 Google Cloud/Marketplace terms — only for payment/taxes/refunds/procurement.
20.2 Google usage data is the basis for billing.
20.3 All else governed by this Agreement.
21. Virtuozzo Marketplace Specific Terms (Flow-Down)
21.1 Virtuozzo/partner marketplace terms — only for payment/taxes/refunds/procurement.
21.2 Marketplace usage data is the basis for billing.
21.3 All else governed by this Agreement.
22. BYOL Specific Terms (Off-Marketplace)
22.1 Activation via key/token; metrics/limits/term per order.
22.2 Fees/taxes via Licensor/reseller invoice; non‑refundability except where required by law.
22.3 Reasonable license‑compliance audit (BYOL). No more than once per 12 months with ≥10 business days’ notice. Audit is limited to verifying license metrics and may be satisfied by Customer‑provided records, reports, or logs. Audit does not require administrative access to Customer’s cloud account/resources and will not include access to Customer Data content.
23. Support SLA (IDE/Low-Code, Customer-Managed)
23.1 Scope: software only; third‑party/Customer infrastructure excluded.
23.2 Initial Response: P1 — ≤2h (Standard) / ≤1h (Premium); P2 — ≤4h; P3 — ≤1 business day.
23.3 Security Fixes: patch/workaround within a commercially reasonable time; target SLO ≤72h after defect confirmation.
23.4 End‑of‑Support: ≥6 months’ notice.
23.5 Credits: no monetary uptime credits; support‑service credits only.
23.6 Exclusions: provider outages/quotas, Customer misconfiguration, third‑party API/SDK changes, force majeure, Agreement breach.
24. Data Processing Terms (GDPR-Aligned, Built-In)
24.1 Status. Customer is the Controller for Customer Personal Data. Licensor is a Processor only for the limited processing described in Section 6.1 (e.g., support, licensing/entitlement, security/abuse prevention, and limited telemetry/usage signals). Licensor is an independent Controller for its own business records (e.g., invoices, compliance logs) where required by law.
24.2 Categories/Operations. Categories may include account identifiers, contact details submitted in support tickets, licensing/entitlement identifiers, and technical logs/diagnostics. Processing operations are limited to collection, storage, access, use, transfer, and deletion solely for the purposes in Section 6.2. Customer Data content is not collected as part of telemetry; any content is processed only if Customer intentionally submits it for support.
24.3 Sub‑processors: engaged as needed under Art. 28(4) GDPR.
24.4 International Transfers: SCC/UK IDTA with appropriate TOMs (encryption at rest/in transit, access controls, logging).
24.5 Data Subject Rights: reasonable assistance; timelines proportional to complexity; out‑of‑scope efforts may be charged at cost.
24.6 Security Incidents: prompt notice without undue delay; cooperation in investigation.
24.7 Retention/Deletion: per Customer instructions and/or legal requirements; post‑termination deletion/anonymization unless retention is legally required.
24.8 Audit: satisfied via descriptions of controls/certifications/reports (if any); on‑site audits not provided except where mandatorily required by law.
— the SBOM at aqtra.io/sbom — SBOM (External Dependencies and Modules)
The current SBOM (min: Component (Reference), Version, License Type (SPDX id), Link/NOTICE/purl) is published with releases; the latest edition is incorporated into this Offer and available at aqtra.io/sbom and/or in shipment files. Updates to the SBOM at aqtra.io/sbom do not alter Section 7 responsibility allocation.
Provider/Licensor: Aqtra Platform LLC, a Delaware limited liability company, 2604 Whittier Place, Wilmington, DE 19808, USA
Contact: legal@aqtra.io Website: aqtra.io
These Master Terms of Service ("Agreement", "Public Offer") form a legally binding agreement between you ("Customer", "you") and Aqtra Platform LLC ("Aqtra", "Licensor", "we"). You accept this Public Offer by (a) purchasing or subscribing through a marketplace listing, (b) deploying, installing, accessing, or using the Product in any environment, or (c) clicking an acceptance button where provided. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.
[B2B Use Only] The Product is provided solely for business users (no consumer/personal use).
1. Definitions
- PAYG: pay-as-you-go via marketplaces (AWS/Azure/GCP/Virtuozzo).
- BYOL: bring-your-own-license purchased from Licensor/reseller and deployed in Customer/third-party infrastructure.
- Subscription/Term: paid period of licensed use.
- Customer Data: data processed by Customer via the Product.
- OSS/Third-Party Components: open-source/third-party libraries, SDKs, plug-ins.
- Trial: if offered for the applicable marketplace plan/listing (or otherwise agreed in writing), a time-limited, no-charge trial with limits; duration and limits are as stated in that listing/plan.
- Generated Output: artifacts created using the Product (code, configs, schemas, etc.).
- Infrastructure Provider: third party providing computing resources (including cloud).
2. License and Restrictions
2.1 Grant. Limited, non-exclusive, non-transferable, non-sublicensable license: (a) PAYG under the active marketplace subscription; (b) BYOL within purchased metrics/environments/term authorized by key/activation.
2.2 Restrictions. No circumvention of technical limits; no reverse engineering/decompilation except as permitted by law; no renting/leasing; no MSP-style services without consent; no competing product; no removal of notices/license texts.
2.3 Trial (if offered). If a Trial is made available for the applicable marketplace plan/listing, it is provided as-is, without SLA/credits, may be terminated at any time, and its duration and limits are as stated in that listing/plan (or otherwise communicated in writing).
2.4 Limited Mode on Non-Payment. Minimum term one (1) month; auto-renews until canceled. On expiry/non-payment, access downgrades to limited functionality (e.g., read/export-only; no build/deploy/CI; user/node caps) with a reasonable data-export window.
3. Fees and Billing
3.1 Marketplace Billing (Subscription Fee and PAYG). Where the Product is purchased via a marketplace, Customer will be billed through that marketplace (i) any recurring subscription fee (if applicable) according to the selected plan/pricing, and (ii) any usage-based charges for metered Product usage (PAYG), in each case as shown in the applicable marketplace listing/plan. Marketplace usage/metering records are final for billing. All underlying cloud infrastructure consumption (compute, storage, networking, and dependent services) is billed by the cloud provider directly to Customer’s cloud account.
3.2 BYOL. Fees payable to Licensor/reseller; taxes/withholdings are Customer’s responsibility unless otherwise stated. Licensor may enforce technical license controls and deactivate upon non-payment/expiry.
4. Marketplaces — Flow-Down and Priority
4.1 Purchases via a marketplace require compliance with the provider’s terms/policies (AUP, export/sanctions).
4.2 Standard Contracts (Marketplace Priority). If a marketplace Standard Contract and/or mandatory marketplace terms apply to the transaction, they prevail to the extent required by the marketplace and only to the extent of any direct conflict with this Agreement. This Agreement supplements and governs the Product, license scope, support, and data protection where not addressed by, or not in conflict with, applicable marketplace terms/Standard Contract.
4.3 Licensor may share minimal usage/subscription identifiers with the provider for billing/support; Customer Data content is not shared except as required by law or incident response.
5. Deployment, Infrastructure, Support
5.1 No Hosting. Licensor does not provide hosting/IaaS/PaaS and is not responsible for availability/cost/quotas/performance of Customer/third-party infrastructure. All cloud resources deployed into Customer’s account/subscription/project are owned and controlled by Customer. Licensor has no administrative access to Customer’s cloud environment by default; any access for support is only with Customer’s explicit authorization, time‑bound, least‑privilege, revocable, and limited to what is necessary to provide requested support.
5.2 Support & Updates. Per Section 23 (Support SLA). Updates and patches may be delivered via packages, images, or other mechanisms described in the documentation. Critical security fixes may be applied automatically only within the Product runtime and only when Customer enables automatic updates (or where the mechanism is explicitly described and accepted by Customer); where supported, Customer may defer updates and apply them within a maintenance window.
5.3 Backup/DR. Customer responsibility unless purchased as an option.
5.4 Compatibility. Requirements/supported versions are in the documentation.
6. Customer Data & Privacy (Built-In Data Processing Terms)
6.1 Roles. Customer is the Controller for Customer Data. Licensor acts as a Processor only to the extent Licensor receives or otherwise processes Personal Data on Customer’s behalf (e.g., support cases, licensing/entitlement validation, security/abuse prevention, and limited telemetry/usage signals). Licensor does not access Customer Data content by default. Appendix G sets out GDPR‑aligned processing terms for such limited processing; where no processing occurs, these terms do not apply.
6.2 Purposes. Service provision/support, billing, security, legal compliance.
6.3 Telemetry/Usage. The Product may send limited technical and usage signals (e.g., version, feature usage counts, health/status, error codes, configuration metadata) to operate the Product, ensure security, and support billing/entitlement. Telemetry must not include Customer Data content (payloads) unless Customer explicitly provides it for support. Optional telemetry may be disabled where documented; required PAYG metering for marketplace billing/entitlement cannot be disabled.
6.4 Sub-processors. Listed publicly; material changes announced; unresolved, substantiated objections may lead to cessation of affected processing/functions.
6.5 Transfers. SCC/UK IDTA with reasonable supplementary measures (encryption, etc.).
6.6 Data Subject/Regulator Requests. Reasonable assistance subject to feasibility and cost.
6.7 Content Responsibility. Customer remains responsible for lawfulness and accuracy of Customer Data.
7. Third-Party & Open-Source Components — Allocation of Responsibility
7.1 Applicable Licenses. Third-party and OSS components (e.g., MIT/BSD/Apache/GPL) are governed by their own licenses, which prevail only in their expressly regulated scope. Notices/license texts are provided (e.g., NOTICE, docs, or the SBOM at aqtra.io/sbom).
7.2 Disclaimer. Third-party components are provided as-is by their owners; Licensor gives no extra warranties and is not liable for defects/vulnerabilities/compatibility/availability; upstream fixes integrated on a commercially reasonable basis.
7.3 OSS Obligations. Licensor fulfills disclosure/source obligations only to the extent required by applicable OSS licenses and law. Customer’s OSS-granted rights remain intact.
7.4 Versions/Substitutions. Licensor may pin/update versions, remove/replace components with functional equivalents, or change delivery mechanism without degrading core functionality; API/SDK/EOL risks are outside Licensor’s control.
7.5 Security. Licensor monitors CVEs/bulletins, integrates upstream fixes, and may publish advisories/workarounds; Customer keeps installations/images current (unless managed services apply).
7.6 Third-Party Services/Connectors. Customer must comply with third-party terms (AUP, quotas, data types, export/sanctions); risks (API changes, limits, outages, charges) are Customer’s; Licensor is not liable for such services or content.
7.7 No Copyleft “Infection.” Use of the Product does not impose copyleft terms on the Product unless required by an included component license and not caused by Customer’s misuse.
7.8 Sole Obligations. Correct notices; provide source where required; integrate upstream fixes where feasible. Other claims lie with the third-party rights holders/providers.
7.9 Removal/Replacement Right. Licensor may remove/replace risky components, providing an equivalent/alternative.
7.10 SBOM. Dependencies are listed in the SBOM at aqtra.io/sbom and updated via publications (site/console/NOTICE).
7.11 Liability Limit. Claims relating to third-party components are subject to Section 13 (cap).
8. Use, Connectors, Generated Output
8.1 Compliance with export/sanctions, cloud AUPs, and third-party API/SDK/AI terms.
8.2 Fair-Use/Limits. Reasonable technical limits (build frequency, parallel jobs, API quotas, metadata storage).
8.3 High-Risk Uses. Prohibited without written authorization.
8.4 Generated Output. Owned by Customer (excluding the Product, OSS/third-party components, and third-party content/APIs). Customer is responsible for review/testing/safe execution.
9. Aqtra Platform Intellectual Property
9.1 Ownership. The Product (source/object code, architecture, algorithms, DB schemas, configurations, specs, interfaces/UI layouts, design, materials, documentation) is owned by Licensor and/or its licensors. No rights are transferred except the license in Section 2. All other rights are reserved.
9.2 No Transfer. No assignment of title; no rights to source code; no broader rights than expressly granted.
9.3 Trademarks. “Aqtra,” logos, brand graphics, and module/function names are Licensor’s marks. Use requires prior written consent and Brand Guidelines; no affiliation/endorsement implied.
9.4 Look & Feel. Layouts/flows, iconography, navigation, color schemes, and other distinctive UI elements are protected. No imitation or confusing similarity.
9.5 Patents/Know-How. Technologies/methods may be patented or constitute trade secrets; no patent license unless expressly stated.
9.6 Database Rights. Structure/selection/arrangement of data/metadata (including catalogs/models) are protected, including EU/UK sui generis database rights; no systematic extraction/re-use of substantial parts.
9.7 IP Notices. No removal/alteration of copyright, trademark, license notices, or watermarks.
9.8 Anti-Circumvention. No circumvention of protection/licensing/metering; no automated scraping/indexing of UI/docs.
9.9 Benchmarking. Allowed with transparent methodology (version/config/environment), no misleading claims, and protection of keys/tokens.
9.10 Third-Party/OSS Materials. Governed by their licenses; those licenses prevail only in their scope; Customer’s OSS rights remain (see Section 7 and the SBOM at aqtra.io/sbom).
9.11 Feedback. Non-exclusive, irrevocable, perpetual, royalty-free license to use feedback; excludes Customer Data and Generated Output.
9.12 Enforcement. Licensor may seek injunctive relief and recovery of reasonable legal fees where permitted.
9.13 Reservation of Rights. No implied licenses; any rights not expressly granted are reserved.
10. Limited Warranties & Disclaimers
10.1 Licensor warrants licensing rights and substantial conformity to documentation under normal use.
10.2 Otherwise, including Trial/beta/third-party components, the Product is provided as-is, without other warranties (express, implied, statutory).
11. Support & SLA (No Uptime Credits)
11.1 SLA applies to software only (Section 23); infrastructure availability/performance is excluded.
11.2 No monetary uptime credits; support-service credits only.
12. Indemnity (Exclusive Remedy)
For third-party IP claims against the unmodified Product, Licensor may modify, replace, procure rights, or terminate with a pro‑rata refund of the unused period. Exclusions: Customer modifications/integrations, misuse, combinations with unauthorized items, Customer Data/content, third-party APIs.
13. Liability Cap
13.1 No liability for indirect, incidental, punitive, special, or consequential damages; loss of profits/revenue; loss of data; business interruption.
13.2 Aggregate liability capped at amounts actually paid for the Product in the 12 months preceding the event; applies to all claims (including IP) except where liability cannot be limited for willful misconduct/gross negligence under mandatory law.
14. Term, Suspension, Termination
14.1 Effective upon acceptance/first use; continues per these terms.
14.2 Termination for uncured material breach after 30 days’ notice (or sooner if required by law/marketplace).
14.3 Suspension for security risk, AUP/legal violations, non-payment (BYOL), or at provider request.
14.4 Upon termination, Customer must cease use; data, IP, liability, and law/forum provisions survive.
14.5 Customer Resources and Data. Suspension or termination affects only the Product license/entitlement and Product functionality. Customer retains ownership and control of all cloud resources and data in Customer’s environment. Licensor will not delete, modify, or deprovision Customer’s cloud resources; Customer is responsible for deprovisioning. Where feasible, the Product will provide a reasonable opportunity to export Customer Data in accordance with Section 2.4 and the documentation.
15. Governing Law & Forum (State of Delaware, USA); Class-Action Waiver
15.1 Exclusive jurisdiction/venue: state and federal courts located in the State of Delaware, USA (New Castle County).
15.2 Waiver of jury trial and class/collective actions to the maximum extent permitted by law.
15.3 Injunctive/specific relief available to protect IP and confidentiality.
16. Order of Precedence & Changes
16.1 Precedence: (i) this Agreement, (ii) listing/price/order (price/metrics/term only), (iii) linked documentation/policies.
16.2 Marketplace Standard Contract Priority. Where the purchase is made via a marketplace, any applicable marketplace Standard Contract and mandatory marketplace terms prevail to the extent required and only to the extent of any direct conflict. This Agreement continues to apply to all other matters and to the extent it is consistent with the marketplace terms.
16.3 Licensor may update this Offer; updates apply upon publication; for active BYOL subscriptions, at renewal/new order unless mandatory law requires earlier application.
16.4 Customer PO/boilerplate does not amend this Agreement without Licensor’s written consent.
16.5 Severability; no waiver by course of dealing.
17. International Applicability (Universal Model)
17.1 Global territory, except where prohibited by sanctions/export laws.
17.2 Mandatory local law prevails only as required and does not expand Licensor’s liability beyond this Agreement.
17.3 Taxes/Currencies/Invoicing. PAYG follows marketplace rules; BYOL taxes/withholdings are Customer’s responsibility unless otherwise stated.
17.4 Export/Sanctions. No use/transfer in violation of U.S./EU/UK regimes; Licensor may suspend/terminate where risk arises.
17.5 Public Sector. Outside the U.S., the Product is “commercial computer software” acquired on these commercial terms; procurement mechanics do not alter IP/warranty/liability provisions.
17.6 Language. This English version is authoritative; translations are for convenience only.
17.7 Conflict-of-laws Opt-Out. Conflict rules, CISG, Rome Convention, etc., are disapplied.
17.8 Regional Addenda. May be published without signature and do not expand Licensor’s liability.
17.9 No Jurisdiction Submission. Compliance with local mandatory norms does not constitute submission to non-Delaware and Wales jurisdiction.
18. AWS Marketplace Specific Terms (Flow-Down)
18.1 AWS/AWS Marketplace core terms & AUP — only for payment/taxes/refunds/procurement.
18.2 AWS usage/metering is final for billing.
18.3 Minimal usage/subscription data may be shared.
18.4 IP/warranties/liability/data protection — per this Agreement.
19. Microsoft Commercial Marketplace/Azure Specific Terms (Flow-Down)
19.1 Microsoft marketplace terms — only for payment/taxes/refunds/procurement.
19.2 Microsoft usage data is the basis for billing.
19.3 All else governed by this Agreement.
20. Google Cloud Marketplace Specific Terms (Flow-Down)
20.1 Google Cloud/Marketplace terms — only for payment/taxes/refunds/procurement.
20.2 Google usage data is the basis for billing.
20.3 All else governed by this Agreement.
21. Virtuozzo Marketplace Specific Terms (Flow-Down)
21.1 Virtuozzo/partner marketplace terms — only for payment/taxes/refunds/procurement.
21.2 Marketplace usage data is the basis for billing.
21.3 All else governed by this Agreement.
22. BYOL Specific Terms (Off-Marketplace)
22.1 Activation via key/token; metrics/limits/term per order.
22.2 Fees/taxes via Licensor/reseller invoice; non‑refundability except where required by law.
22.3 Reasonable license‑compliance audit (BYOL). No more than once per 12 months with ≥10 business days’ notice. Audit is limited to verifying license metrics and may be satisfied by Customer‑provided records, reports, or logs. Audit does not require administrative access to Customer’s cloud account/resources and will not include access to Customer Data content.
23. Support SLA (IDE/Low-Code, Customer-Managed)
23.1 Scope: software only; third‑party/Customer infrastructure excluded.
23.2 Initial Response: P1 — ≤2h (Standard) / ≤1h (Premium); P2 — ≤4h; P3 — ≤1 business day.
23.3 Security Fixes: patch/workaround within a commercially reasonable time; target SLO ≤72h after defect confirmation.
23.4 End‑of‑Support: ≥6 months’ notice.
23.5 Credits: no monetary uptime credits; support‑service credits only.
23.6 Exclusions: provider outages/quotas, Customer misconfiguration, third‑party API/SDK changes, force majeure, Agreement breach.
24. Data Processing Terms (GDPR-Aligned, Built-In)
24.1 Status. Customer is the Controller for Customer Personal Data. Licensor is a Processor only for the limited processing described in Section 6.1 (e.g., support, licensing/entitlement, security/abuse prevention, and limited telemetry/usage signals). Licensor is an independent Controller for its own business records (e.g., invoices, compliance logs) where required by law.
24.2 Categories/Operations. Categories may include account identifiers, contact details submitted in support tickets, licensing/entitlement identifiers, and technical logs/diagnostics. Processing operations are limited to collection, storage, access, use, transfer, and deletion solely for the purposes in Section 6.2. Customer Data content is not collected as part of telemetry; any content is processed only if Customer intentionally submits it for support.
24.3 Sub‑processors: engaged as needed under Art. 28(4) GDPR.
24.4 International Transfers: SCC/UK IDTA with appropriate TOMs (encryption at rest/in transit, access controls, logging).
24.5 Data Subject Rights: reasonable assistance; timelines proportional to complexity; out‑of‑scope efforts may be charged at cost.
24.6 Security Incidents: prompt notice without undue delay; cooperation in investigation.
24.7 Retention/Deletion: per Customer instructions and/or legal requirements; post‑termination deletion/anonymization unless retention is legally required.
24.8 Audit: satisfied via descriptions of controls/certifications/reports (if any); on‑site audits not provided except where mandatorily required by law.
— the SBOM at aqtra.io/sbom — SBOM (External Dependencies and Modules)
The current SBOM (min: Component (Reference), Version, License Type (SPDX id), Link/NOTICE/purl) is published with releases; the latest edition is incorporated into this Offer and available at aqtra.io/sbom and/or in shipment files. Updates to the SBOM at aqtra.io/sbom do not alter Section 7 responsibility allocation.