Terms of Service

1. Acceptance of Terms

By accessing or using the Licentric Inc. platform, APIs, SDKs, dashboard, or any associated services (collectively, the "Service"), you ("Customer") agree to be bound by these Terms of Service ("Terms"). If you are accessing the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case the terms "you" and "your" refer to that entity.

Your agreement to these Terms is effective upon the earlier of: (a) the date you first access or use the Service; (b) clicking a button or checking a box indicating acceptance; or (c) executing an order form that references these Terms. Electronic acceptance is legally equivalent to a handwritten signature.

These Terms, together with the Privacy Policy, Data Processing Agreement, and any applicable order forms, constitute the entire agreement between you and Licentric Inc. regarding the Service and supersede all prior negotiations, representations, or agreements. If you do not agree to these Terms in their entirety, you must not access or use the Service.

2. Definitions

The following capitalized terms have the meanings set out below when used in these Terms:

• "Service" means the Licentric Inc. software licensing platform, including all APIs, SDKs, web dashboards, documentation, and related tools made available at licentric.com or via API.
• "Account" means the unique relationship established when you register to use the Service, including all associated API keys, license policies, and configuration.
• "API Key" means the credential (prefixed lk_live_ for production or lk_test_ for development) used to authenticate programmatic requests to the Service API.
• "License Key" means the cryptographically signed token generated by the Service to represent an end-user entitlement to Customer's software product.
• "Policy" means a named configuration object that governs how License Keys are issued, validated, and expired (e.g., seat limits, expiry duration, offline grace period).
• "SDK" means the officially distributed client libraries (Python, TypeScript, and any future languages) provided by Licentric Inc. to integrate with the Service API.

3. Account Registration

To access the Service, you must register for an Account by providing accurate, current, and complete information. You agree to maintain and promptly update your Account information to keep it accurate. Licentric Inc. reserves the right to suspend or terminate any Account created with false or misleading information.

Only one Account is permitted per legal entity. Creating multiple Accounts to circumvent plan limits, abuse free-tier quotas, or bypass suspension is a material breach of these Terms. Duplicate Accounts may be merged or terminated at Licentric Inc.'s sole discretion without notice or refund.

You are solely responsible for maintaining the confidentiality of your Account credentials, including passwords, API Keys, and any access tokens. You must notify Licentric Inc. immediately at legal@licentric.com upon discovery of any unauthorized use of your Account or any other breach of security. Licentric Inc. will not be liable for any loss arising from unauthorized use of your Account where you failed to notify us promptly.

4. Acceptable Use Policy

You may use the Service only for lawful purposes and in accordance with these Terms. You agree that you will not, directly or indirectly, use the Service to:

• Abuse or overload: send requests at a rate that materially degrades the Service for other customers, circumvent or attempt to circumvent rate limits, or conduct denial-of-service attacks against the Service or its infrastructure;
• Unauthorized access: attempt to gain unauthorized access to any component of the Service, its underlying infrastructure, other customer accounts, or third-party systems connected to the Service;
• Reverse engineering: decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code or cryptographic methods of the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction;
• Circumventing license restrictions: use the Service to issue License Keys that knowingly facilitate unlicensed use of third-party software, or to bypass, disable, or interfere with license validation mechanisms in your or any other software;
• Harmful or illegal purposes: transmit malware, conduct phishing, violate applicable laws or regulations, or use the Service to process, store, or transmit data in violation of data protection laws.

Licentric Inc. reserves the right to investigate suspected violations and to suspend or terminate access immediately, without notice, where continued access poses a risk to the integrity, security, or availability of the Service. Violations may also be reported to appropriate law enforcement authorities.

5. Service Description

The Service provides an API-first software licensing infrastructure platform. Core capabilities include: creating and managing license Policies, issuing cryptographically signed License Keys using Ed25519 asymmetric signing, validating License Keys in real-time or offline, and managing the full license lifecycle (activation, suspension, reinstatement, revocation).

The Service is available via a REST API (with JSON request/response bodies and standard HTTP status codes), officially supported SDKs (Python and TypeScript), and a web-based dashboard for human administration. All License Keys generated by the Service are signed with an Ed25519 private key and can be verified against the corresponding public key without communicating with the Service — enabling offline validation scenarios.

Licentric Inc. may add, modify, or remove features of the Service at any time. We will provide advance notice of material feature removals that affect current usage patterns. We do not guarantee that any specific feature will be available indefinitely.

Service level commitments are detailed in our Service Level Agreement, which is incorporated into these Terms by reference for paid plans.

6. Billing and Payment

All fees for paid plans are denominated in United States Dollars (USD). By subscribing to a paid plan, you authorize Licentric Inc. to charge your designated payment method on a recurring basis — monthly or annually depending on your selected billing cycle — at the beginning of each period. Billing is handled through our payment processor, Stripe, Inc.

Annual subscriptions are billed in full at the start of the annual term. Monthly subscriptions are billed at the start of each monthly period. Subscriptions renew automatically unless cancelled before the renewal date. You may cancel at any time through the dashboard; cancellation takes effect at the end of the current billing period and your access continues until that date.

All fees are non-refundable except where required by applicable law. No refunds or credits are issued for partial months of service, unused API calls, or any period during which your Account was suspended for violation of these Terms. If Licentric Inc. materially reduces the functionality of your current plan during a prepaid period, we will offer a pro-rated credit for the remaining prepaid term.

We may update pricing with at least 30 days' prior written notice. If you do not agree to a price change, you may cancel your subscription before the next renewal date. Continued use after the effective date of a price change constitutes acceptance of the new pricing. All fees are exclusive of applicable taxes; you are responsible for any sales, use, VAT, GST, or similar taxes.

7. Intellectual Property

Licentric Inc. and its licensors own all right, title, and interest in and to the Service, including all software, algorithms, APIs, SDKs, documentation, cryptographic infrastructure, trademarks, logos, and brand features. These Terms do not convey to you any ownership rights in the Service. The limited license granted herein is conditioned on your compliance with these Terms and terminates automatically upon any breach.

You retain all right, title, and interest in and to: (a) your software products that you license through the Service; (b) your customer data (names, email addresses, activation records); and (c) any content you upload to the Service. You grant Licentric Inc. a limited, non-exclusive, royalty-free license to process, store, and use your data solely as necessary to provide, maintain, and improve the Service.

8. Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENTRIC INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Licentric Inc. does not warrant that: (a) the Service will be uninterrupted, error-free, or free of harmful components; (b) any data processed or stored through the Service will be accurate or secure against all threats; (c) the Service will meet your specific requirements; or (d) defects or errors in the Service will be corrected within any particular timeframe.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you in full. In such jurisdictions, the disclaimers above shall apply to the maximum extent permitted by applicable law.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENTRIC INC. OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Licentric Inc.'s total aggregate liability to you for all claims arising out of or relating to these Terms or the Service — whether in contract, tort (including negligence), strict liability, or otherwise — shall not exceed the total fees actually paid by you to Licentric Inc. in the twelve (12) months immediately preceding the event giving rise to the claim, or one hundred United States Dollars (USD $100), whichever is greater.

The limitations in this section apply regardless of the form of action and even if Licentric Inc. has been advised of the possibility of such damages. These limitations are a fundamental element of the basis of the bargain between Licentric Inc. and you, and the Service would not be provided without them.

10. Indemnification

Customer indemnification. You agree to defend, indemnify, and hold harmless Licentric Inc. and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service in violation of these Terms or any applicable law; (b) your products or services that use License Keys issued through the Service; (c) any data or content you submit to the Service; or (d) your misrepresentation of the authority to bind an entity to these Terms.

Licentric Inc. indemnification. Licentric Inc. agrees to defend, indemnify, and hold you harmless from and against third-party claims that the Service, as provided and used in accordance with these Terms, infringes a valid patent, copyright, or trademark. This obligation does not apply to the extent that any infringement claim arises from: (a) your modifications to the Service; (b) your combination of the Service with third-party products not approved by Licentric Inc.; or (c) use of a version of the Service after Licentric Inc. has provided a non-infringing update.

The indemnified party must: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (ii) grant the indemnifying party sole control of the defense and settlement of the claim; and (iii) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes obligations or restrictions on the indemnified party without prior written consent.

11. Force Majeure

Neither party will be liable to the other for any delay or failure to perform its obligations under these Terms (excluding payment obligations) to the extent that such delay or failure is caused by events or circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, floods, earthquakes, pandemics, epidemics, war, terrorism, riots, civil unrest, governmental orders, embargoes, failure of third-party internet infrastructure, widespread power outages, or cyberattacks of an unprecedented or novel nature.

The affected party must: (a) notify the other party promptly in writing upon becoming aware of a force majeure event; (b) use commercially reasonable efforts to mitigate the effects of the event; and (c) resume performance as soon as reasonably practicable after the event ceases. If a force majeure event prevents a party from performing its material obligations for more than sixty (60) consecutive days, either party may terminate the affected portion of the Services upon written notice without further liability.

12. Term and Termination

These Terms are effective from the date you first access the Service and continue until terminated. You may terminate your Account at any time by cancelling your subscription through the dashboard settings or by contacting legal@licentric.com.

Licentric Inc. may suspend your access immediately, without prior notice, if: (a) you breach any provision of these Terms; (b) your payment is overdue by more than 10 days; (c) your continued use poses a security or integrity risk to the Service or other customers; or (d) Licentric Inc. is required to do so by applicable law or a court order. Licentric Inc. will provide notice of suspension as soon as reasonably practicable. Suspension does not waive Licentric Inc.'s right to terminate.

Upon termination of your Account: (a) all rights granted to you under these Terms immediately cease; (b) your API Keys will be deactivated and License Keys issued through your Account will cease to validate; and (c) Licentric Inc. will retain your Account data for 90 days to allow you to export it, after which it may be permanently deleted in accordance with our data retention practices. Sections that by their nature should survive termination (including Intellectual Property, Warranty Disclaimer, Limitation of Liability, Indemnification, and Governing Law) shall survive.

13. Data Handling

The collection, use, and protection of personal data in connection with the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

Where the Service processes personal data on your behalf (for example, end-user email addresses stored with License Key records), such processing is governed by our Data Processing Agreement (DPA). If you are subject to the EU General Data Protection Regulation (GDPR), UK GDPR, or similar data protection legislation, you should review and, if applicable, execute the DPA. Contact legal@licentric.com to request a signed DPA.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including unauthorized use of intellectual property or breach of confidentiality obligations, without waiving the right to arbitrate the underlying dispute.

15. Changes to Terms

Licentric Inc. reserves the right to modify these Terms at any time. For material changes, we will provide at least 30 days' prior notice by: (a) sending an email to the address associated with your Account; (b) posting a prominent notice on the Service dashboard; or (c) both. The effective date of the revised Terms will be displayed at the top of this page.

Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service and cancel your Account before the effective date. For questions about these Terms or any proposed changes, contact us at legal@licentric.com.