UrboPulse Team Subscription Terms

1. What this covers, and what it doesn't

1.1 The Team Host means the compiled UrboPulse Team server (the "Host"), its updates, and the documentation we give you. The Host receives the trace data that your engineers' UrboPulse factories stream to it, and shows your team its runs, costs, models and results.

1.2 The free software is not covered. The UrboPulse Factory skill, the workstation visualizer and the team protocol's reference receiver are open source under the MIT License. These terms do not limit anything you may do under that license, including writing your own host from the published protocol. This clause applies to every open-source component, and it wins over anything else in these terms.

1.3 The license service is the UrboPulse service that sells, signs and re-checks licenses. You do not run it; you use it through the Host.

2. License to run the Host

2.1 Subject to these terms and payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable license, for the subscription term, to install and run the Host on servers that you control, and to use it for your own internal business purposes, for the number of Seats and the Packs you have paid for. You may make copies for backup and disaster recovery.

2.2 Your contractors, and your affiliates that you own a majority of, may use the Host for your internal business purposes, and you are responsible for what they do. The Seats and Packs you pay for are shared across them; they are not extra.

2.3 We do not give you the Host's source code, and nothing here transfers ownership of any part of the Host. We keep all rights not expressly granted.

2.4 Delivery. We deliver the Host from our download service, after you accept these terms. Each release is signed; verify the signature as the documentation describes. Use only copies we published.

3. Seats and Packs

3.1 A Seat is one named person. A Seat has one seat key, and the person may stream from any number of their own machines and repositories. A Seat is not a machine or a repository, and a key may not be shared between people. You may move a Seat from one person to another when someone leaves or changes role, but not as a way of letting more people use fewer Seats.

3.2 Packs (today: Model Insights and Person Insights) switch on extra features of the Host for the Host they are bought for.

3.3 Limits. The Host will not activate more Seats than you have paid for. If it ever ends up with more active seats than you have paid for (for example after you lower the number), it keeps working for 7 days and then suspends the newest extra seats. Using a Seat or Pack you have not paid for is a breach of these terms, and you owe the fees for it at list price.

4. The license check

4.1 The Host checks its license with our license service. You agree that it may send us only the data listed in the schedule below, and we will use that data only to run, bill and secure the license, and to contact you about your account.

4.2 Schedule: what the Host sends, and when.

• Sent: your license key (as the credential); a random Host id generated on first start; the number of Seats in use; and the Host's version. Our servers also see the IP address and time of the request, as any web server does.
• When: at start-up; right after a seat or pack change; when the Host is in use and its license token is more than 24 hours old; when you move the license to a new Host; and about every 15 minutes while a check is failing. A Host that is not in use does not call us.
• Never sent: your code, prompts, traces, file paths, user names or the data your engineers stream to the Host. The Host does not send them to us.
• If you turn on the webhook relay, the Host also keeps a connection open to our relay, which passes through the event type and the issue or merge-request number of the GitLab or GitHub events you route through it, and nothing else by default.
• Payment: card and billing details go to our payment processor, Stripe, when you check out; we never receive your card number.

4.3 A license token is valid for 7 days. If the Host cannot reach us it keeps working until the token expires.

5. What you must not do

You must not, and must not let anyone else:

1. (a) disable, bypass, alter or work around the license check, a license token, a Seat limit or a Pack limit, or the way the Host reads them;
2. (b) modify, patch, decompile or reverse engineer the Host, except to the extent the law gives you that right despite this clause;
3. (c) copy a license key or a license token to a Host that is not licensed with it, or share a seat key between people;
4. (d) set the Host's clock back to extend a license;
5. (e) remove or hide any copyright, license or trademark notice in the Host;
6. (f) offer the Host, or a substantial part of its features, to anyone else as a hosted or managed service; or
7. (g) use the Host to build a competing product from it.

6. Reports and audit

6.1 You keep accurate records of who holds each Seat. Once a year, on 30 days' notice, we may ask you for a written statement of the Seats and Packs you use, signed by an officer.

6.2 If we have a reasonable doubt about the statement, we may review the Seat records (not source code, traces, prompts or any data your engineers produce) once in any 12 months, during business hours, either ourselves or through an independent person bound to confidentiality. If the review shows you used more than you paid for, you pay the difference at list price from the day you began to exceed the limit. You also pay the cost of the review if the shortfall is more than 5%.

7. Fees, renewal and taxes

7.1 Fees are the prices shown at checkout for the Seats and Packs you choose, monthly or annually, billed through Stripe. Raising Seats or Packs is charged straight away for the rest of the period; lowering them takes effect at the end of the period, and you keep what you paid for until then.

7.2 The subscription renews every period until you cancel in the billing portal. Canceling stops the next renewal, and the subscription runs to the end of the period you have paid for. Fees are not refundable except where the law requires it.

7.3 Fees exclude taxes, which you pay. We add sales and similar taxes where the law requires us to.

8. If a payment fails, or the subscription ends

8.1 If a payment fails, the license moves into a grace state while the payment is retried, and the Host shows a banner.

8.2 If the subscription ends or lapses, the license to run the Host for new Seats ends. As a courtesy and not a right, the Host keeps accepting new data for 14 days after the license expires or lapses, so that your engineers are not interrupted. After that it stops accepting new data and opens your existing data read-only. We may end this courtesy early if there is a chargeback or a lost payment dispute, fraud, or a breach of section 5.

8.3 We never delete your data, and the Host never deletes it, because a license ended. It is yours, on your own servers.

9. Your data, and who is responsible for what

9.1 Your data stays on your network. The Host stores what your engineers' factories stream to it on your own servers. We do not receive it and have no access to your Host.

9.2 You are responsible for the Host's security: for where you run it, who can reach it, backups and the retention settings. The Host has no login by design. Anyone who can reach it over the network can see its dashboards. Run it only on a network you trust and never expose it to the internet.

9.3 You are responsible for having a lawful basis and giving notice for any monitoring of people the Host enables, including the optional per-person insights, which are off until someone turns them on at the Host machine. Rules on monitoring staff (for example in the EU) may need consultation or agreement with employee representatives.

9.4 Our data. We handle the license-check data in section 4, billing and contact details, and relay event metadata, as described in our privacy notice (https://urbopulse.com/#/privacy). A data processing agreement is available on request for Enterprise customers.

10. Support, updates and availability

10.1 We will make reasonable efforts to provide updates and answer questions. There is no service-level promise for the license service or for support, except in an Enterprise order form. The Host is built to keep working offline until its license token expires.

10.2 We may update the Host and these terms. We give 30 days' notice of a change that disadvantages you, by email and at checkout; if you do not agree, you may cancel before it takes effect.

11. Warranty disclaimer

THE HOST IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COST, MODEL RANKING, ROI AND COACHING FIGURES ARE ESTIMATES FROM YOUR OWN DATA AND ARE NOT ADVICE. WE DO NOT WARRANT THAT THE HOST WILL BE ERROR-FREE OR UNINTERRUPTED.

12. Limitation of liability

TO THE FULL EXTENT THE LAW ALLOWS: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE OR LOST DATA; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING FROM THESE TERMS IS LIMITED TO THE FEES YOU PAID US FOR THE HOST IN THE 12 MONTHS BEFORE THE CLAIM. THIS DOES NOT LIMIT LIABILITY THAT CANNOT BE LIMITED BY LAW, YOUR LIABILITY FOR UNPAID FEES, OR YOUR LIABILITY FOR BREACHING SECTION 5.

13. Term and termination

13.1 These terms last while you use the Host or hold a subscription.

13.2 Either party may end them for the other's material breach that is not fixed within 30 days of notice. We may suspend or end your license at once for a breach of section 5 or for non-payment after the grace in section 8.

13.3 When the license ends, you stop running the Host and delete the Host software. Your data stays yours. Sections 1.2, 5, 6, 9.2, 11, 12 and 14 survive.

14. General

14.1 Governing law and courts. These terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The state courts located in Williamson County, Texas have exclusive jurisdiction, and, for a claim that can only be brought in federal court, so does the United States District Court for the Western District of Texas. Each party consents to those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 You may not assign these terms without our consent, except to a successor of your whole business. We may assign them to a successor of ours.

14.3 Feedback. If you send us suggestions, we may use them without obligation.

14.4 Export. You will not use the Host in breach of United States export laws.

14.5 Entire agreement. These terms, your order or checkout, and the documents they refer to are the entire agreement. If an Enterprise order form conflicts with them, the order form wins.

14.6 Notices. By email to the address on your account, and to us at legal@urbologik.com.

14.7 Trademarks. "UrboPulse" and our logos are ours. These terms give you no right to use them, and the open-source license on the free software does not either.

14.8 U.S. government. The Host is commercial computer software.

Enterprise and offline licenses

Enterprise customers sign an order form under these terms. It may add: an offline license (a signed license token valid for the contract term plus 30 days, issued by us by hand, bound to your organization's name and not to be moved or shared); annual invoicing; a yearly signed statement of Seats in place of the license check; a data processing agreement; answers to your security questionnaire; and negotiated liability and support terms.