Licence text

Cetmix Tower Non-SaaS Proprietary License v1.0

This License Agreement ("License") is entered into between Cetmix OÜ ("Cetmix" or "Licensor") and the individual or legal entity purchasing the License ("Licensee").

By accepting this License during purchase or registration, the Licensee agrees to the following terms.

1. Covered Software

This License applies to all Odoo modules included in the official Cetmix Tower repository:

https://github.com/cetmix/cetmix-tower

These modules are collectively referred to as the "Covered Software".

The Covered Software includes:

All modules available in the repository on the date of purchase.
All modules subsequently added to the repository.
All updates, modifications, and ports of these modules to other Odoo versions.

New modules and updates are automatically covered by existing Licenses without additional payment once publicly made available by Cetmix in the repository.

Once a module becomes Covered Software, its removal from the repository does not terminate the Licensee's rights to versions already obtained under this License.

The License applies to software for which Cetmix holds the necessary copyright ownership or sublicensing rights, including contributions made under applicable Contributor License Agreements.

Independently licensed third-party software and dependencies remain subject to their respective licenses.

2. License Grant

Subject to the terms of this agreement, Cetmix grants the Licensee a perpetual, worldwide, non-exclusive, non-transferable proprietary license to use, execute, modify, and extend the Covered Software in one registered production Odoo database at a time.

This License provides an alternative to the GNU Affero General Public License version 3 (AGPL-3.0), under which Cetmix Tower is publicly distributed.

For the Covered Software, the Licensee may exercise the rights granted under this proprietary License without being subject to the AGPL-3.0 obligations that would otherwise apply under its open-source distribution.

In particular, the Licensee may:

Develop proprietary or closed-source Odoo modules that depend on, inherit from, integrate with, or extend the Covered Software.
Use and modify the Covered Software for proprietary purposes.
Keep proprietary modifications and custom modules private without an obligation under Cetmix Tower's AGPL-3.0 licensing to disclose or publish their source code.
Distribute independently developed custom modules under a license of the Licensee's choice, provided they do not contain or redistribute the Covered Software or substantial portions of its source code.

These permissions do not override separate obligations arising from third-party software licenses.

3. Database Licensing

Each purchased License permits the use of the Covered Software in one production Odoo database at a time.

The License is not restricted by:

Odoo version or edition.
Number of Odoo users.
Number of servers or applications managed using Cetmix Tower.
Hosting provider or infrastructure environment.

The License also permits development, testing, staging, backup, and disaster recovery copies associated with the registered production database, provided those copies are not used as additional independent production systems.

3.1. License Registration

The Licensee must register the selected production database using the built-in "Register your license" service before using the Covered Software in production under this License.

Registration associates the purchased License with the selected production database.

There is no deadline for initial registration following purchase.

Temporary unavailability of the registration service does not invalidate the License. If registration is unavailable due to technical issues beyond the Licensee's control, the Licensee may continue using the Covered Software under this License while making reasonable efforts to complete registration once the service becomes available.

3.2. Database Migration

The License remains valid when the registered database is migrated to another Odoo version, server, hosting provider, or infrastructure environment.

Migration does not require purchasing an additional License.

If migration changes the database identifier used for registration, the Licensee must update the registration accordingly.

Temporary parallel operation of the original and migrated databases is permitted solely for migration, validation, and cutover purposes, provided they are not used as independent production systems.

3.3. Database Replacement

The Licensee may replace the registered production database with another production database using the license registration service.

Database replacement does not require purchasing an additional License.

Only one production database may actively use the same License at a time. Production use of the previously registered database must cease when the replacement becomes active, except for temporary migration activities permitted under Section 3.2.

4. SaaS Restriction

This License does not authorize Software-as-a-Service (SaaS) use.

For the purposes of this agreement, "SaaS Use" means using the Covered Software as part of the infrastructure, functionality, provision, operation, or management of a software-as-a-service offering provided to third-party customers.

This restriction applies whether the Covered Software is directly accessible to customers or operates as a backend component of the SaaS offering.

SaaS Use requires a separate written license agreement with Cetmix.

Using the Covered Software in a privately operated Odoo installation does not constitute SaaS Use merely because that installation is hosted by a third-party hosting provider or accessed remotely.

5. Redistribution and Intellectual Property

This License does not transfer ownership of the Covered Software or its intellectual property rights to the Licensee.

Except as expressly permitted under this agreement, the Licensee may not sell, sublicense, publish, or redistribute the Covered Software or modified copies of it under this proprietary License without prior written authorization from Cetmix.

The Licensee may provide access to the Covered Software to its employees, developers, contractors, and service providers solely for development, implementation, operation, or maintenance related to the licensed database.

The Licensee retains ownership of its independently developed custom modules, subject to applicable third-party rights.

All original copyright, attribution, and license notices must be preserved in copies and modifications of the Covered Software.

This License does not grant any rights to Cetmix trademarks or branding.

6. Dual Licensing and Third-Party Rights

Cetmix Tower is publicly distributed under the GNU Affero General Public License version 3 (AGPL-3.0) and is also available under this proprietary License.

For the Covered Software, this proprietary License provides an alternative set of permissions to the AGPL-3.0.

In particular, the Licensee is not required by Cetmix Tower's AGPL-3.0 licensing to publish, disclose, or license the source code of proprietary modules or modifications developed using the Covered Software.

This License does not revoke, modify, or restrict any rights independently available to the Licensee under applicable open-source licenses.

Independently licensed third-party components and dependencies remain subject to their respective licenses.

7. License Duration and Termination

This License is granted on a one-time, perpetual basis.

No periodic subscription, renewal, or additional payment is required to maintain the granted rights.

The License remains valid as long as the Licensee complies with its terms.

If the Licensee materially breaches this agreement and fails to remedy the breach within 30 days after receiving written notice from Cetmix, Cetmix may terminate the proprietary rights granted under this License.

Termination does not affect rights independently available to the Licensee under applicable open-source licenses.

8. Updates and Support

This License does not guarantee technical support, maintenance, compatibility updates, or the availability of future software versions.

All updates and new modules subsequently made publicly available in the official Cetmix Tower repository are automatically covered by this License without additional payment, subject to Section 1.

This License does not obligate Cetmix to develop, release, maintain, or support any specific module or software version.

Technical support, custom development, and other professional services may be provided under separate agreements.

Changes to these License terms after the purchase date do not affect an existing License unless expressly agreed by the parties.

9. Warranty and Limitation of Liability

THE COVERED SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CETMIX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE THE COVERED SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CETMIX'S TOTAL LIABILITY ARISING FROM THIS LICENSE SHALL NOT EXCEED THE AMOUNT PAID BY THE LICENSEE FOR THE LICENSE.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

10. Governing Law

This License shall be governed by and construed in accordance with the laws of the Republic of Estonia, without prejudice to any mandatory applicable legal provisions.

Any dispute arising from this License shall be submitted to the competent courts in Tallinn, Estonia, unless mandatory applicable law requires otherwise.

If any provision of this License is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Licensor: Cetmix OÜ
Software: Cetmix Tower
License: Non-SaaS Proprietary License v1.0
License type: Perpetual, one production database
Repository: https://github.com/cetmix/cetmix-tower