OpenLM End User License Agreement

Preamble: This Agreement governs the relationship between YOU, a natural person or a legal entity (the “Customer”), and the applicable OpenLM subsidiary as stated in section 15 to this EULA  (Hereinafter: OpenLM). This Agreement sets the terms, rights, restrictions, and obligations on using the OpenLM Software or Services created and owned by OpenLM, as detailed herein. 

• Refusal: Should the Customer refuse to accept this Agreement, it may not install or access OpenLM, use it or convey it to any third party, even if such party agrees to the terms set in this Agreement. 
• Trial and Adequacy: Other than when obtaining a license to a Trial Version of OpenLM Software or Services, the Customer hereby states that it inspected OpenLM Software or Services thoroughly and found it satisfactory and adequate to its needs, that it does not interfere with its regular operation and that it does meet the standards and scope of its computer systems and architecture. The Customer found that OpenLM interacts with its License system and software and that it does not violate its other software licenses or other license management’s EULAs. The Customer hereby waive any claims regarding OpenLM’s Software and Services’ incompatibility, performance, results, and features, and warrant that the Customer inspected the Software or Services. 
• The OpenLM Software and Services shall be referred to as the “Product”, where the OpenLM SaaS Services are referred to as “Services” and the OpenLM Software shall be referred to as Software. 

1. About OpenLM: OpenLM products and services enhance the use of commonly used license managers, SaaS applications licensing software, allowing organizations to receive comprehensive usage statistics, manage license servers, and monitor and manage access to licenses. The information OpenLM collects and processes can be used in order to achieve maximum system efficiency and to resolve the common problem of excessive investment in premium software licenses. OpenLM owns and retains all copyright, title, trademarks, and other intellectual property in OpenLM conveyed and distributed under this Agreement. With respect to the aforesaid,all the applications from the respective Software vendors managed by OpenLM retain their trademarks and copyright. 
2. Software License: OpenLM hereby grants Customer a limited, personal, revocable, non-exclusive, and royalty free license to use the Software in Customer’s regular course of business and to process data, all with accordance to this Agreement and other legal restrictions set forth in third party software used while running the Software. 
   1. Use: The Customer may use the Software on OpenLM Servers, Instances, Extensions, and deal with up to a total number of mutually agreed vendors, license server ports/applications, unique users, and extensions as detailed in a License File tied to the server name and MAC address provided that it does not violate the applications’ end user license agreements.
   2. Revocation: This Agreement shall automatically be revoked and*Customer shall not use, distribute,  modify, or otherwise convey software, in any of the following cases: 
      1. Amendments or Modifications: Should The Customer amend or modify Software, including creating any application that interacts with software in any other manner than its regular API, create a derivative work or otherwise add any code that may cause the Software to act in a different manner than originally intended or add new features to it. 
      2. Circumvention: Should the Customer modify the Software to make it work with more assets than intended or monitor more number of unique users than originally mutually agreed between both parties or otherwise use the API in any way or means which causes the Software to manage more licenses than paid for.  
      3. Decompiling or Disassembling: Should the Customer decompile, disassemble or otherwise reverse-engineer the Software in any other means than as permitted under law. 
      4. Distribution: Should the Customer distribute Software, including any piece of the Software’s object code, software code or any derivative works thereof or should the Customer publish or distribute any License File. 
      5. Lease: The Customer shall not lease, rent or otherwise allow third parties to use software, or any portions thereof, nor Customer may allow third parties to operate the Software as a service, web-based application, leased product or any other means where they are not entitled to do so under law without a written consent from OpenLM 
      6. Third Party Adherence: Should theCustomer violate the Third Party Applications End User License Agreement, or otherwise perform any action that may cause Third Party Applications License revocation, including using the Software to circumvent the third Party’s protection mechanism. 
   3. License File: OpenLM shall provide the Customer with an alphanumeric code that shall act as the Customer an exclusive license. (“License File”). This License File shall be personal, non-transferable, revocable and limited to the Customer’s Adherence to this Agreement and to the Product purchased from OpenLM, including number of Licenses used, API access or any other breach of this Agreement. 
   4. Licenses: With respect of the terms and conditions herein, the Customer’s license shall include the following rights and obligations, all with accordance to the terms set forth to each type of license. 
      1. Evaluation: The Customer may use an Evaluation License of the Software for (i) the purpose of inspecting Software’s adequacy to Customer’s requirements; (ii) evaluating the Software’s performance; and (iii) a limited time of 30 days. 
         1. Use: The Customer’s use of Trial Licensed Software is limited; The Customer may not use Trial Software for any purpose but evaluating Software’s adequacy with Customer’s system and license management software. The Customer may not reuse an Evaluation Licence after one has previously expired. 
         2. Circumvention: The Customer may not use Trial Software while circumventing the Software to avoid License Files, circumvent the time trial or otherwise circumvent the Software’s copy protection in any means. 
         3. Limitations: The Customer acknowledges that Trial Licensed Software may contain reduced features or other mechanisms in order to limit the use of Trial Version and the terms of this Agreement. The Customer may not circumvent or otherwise amend works created under Trial Version to remove watermarks or insignias. 
         4. Tracking and Use: OpenLM may track Customer’s use of Trial Licensed Software in order to inspect use, prevent fraud and circumvention and to contact Customer in order to disable trial features, by electronic means or other means. 
      2. Commercial: The Customer may use a Commercial License of the Software for (i) a limited time, or unlimited time, as allowed by Customer’s License File or the contract between both the parties; (ii) to access the Software’s API for Customer’s own personal use; (iii) on a specified number of assets as detailed in this Agreement. 
      3. Non-Refundable: The License Grants are non-refundable. TheCustomer shall not be refunded, under the extent permitted by law. Should the Customer refrain from using the Software, terminate this Agreement under any terms, including termination or revocation by OpenLM, or should it contain any defects. As the Software is constructed from intangible goods, it may not be refunded for or returned to the manufacturer.
      4. Open Source: Customer agrees and warrants that without OpenLM’s prior written consent, The Customer shall not use, or cause OpenLM or OpenLM’s API to interact with any GPL Licensed software or any software distributed under a similar license requiring that any amendment or modification to the software, including dynamic linking, shall be distributed or released under a license different from this Agreement. 
3. SaaS Usage: OpenLM shall provision and host on behalf of the Customer the Services. The access to the Services shall be provided via secure web channels and via an API (application programming interface) and using the credentials that shall be supplied by OpenLM. 
   1. Limited Access: The Customer shall ensure that only its employees or subcontractors under specific and direct confidentiality obligations access the Services and obtain a copy of the credentials. 
   2. Right to Store Customer Data: During the term of this Agreement, OpenLM hereby provides the Customer with the right to store the Customer’s data on the Services all according to the stipulations of this Agreement. 
   3. Security:. The Customer shall take all steps to secure the access of its employees, staff and subcontractors to the Services and shall notify OpenLM in any case where the confidentiality, integrity or authenticity of such credentials was compromised. 
   4. Bona Fide Use:. OpenLM operates a strict acceptable use policy, which a violation of may cause termination of the Customer account. The policy limits: (a) the use of the services to a reasonable level; (b) a limit on using the service with harmful content, such as content infringing on the rights of third parties or the law (c) use of the services to compete with OpenLM; (d) reselling or relicensing the service to others (except as permitted); (e) use of the services to commit a crime; (f) use of the services to access unauthorized material; and (g) use of the services in an unauthorized manner; (i) use by number of users that exceed the permitted users. The Customer shall adhere to this policy at all times.  
   5. Further Restrictions: The Customer shall not: (i) copy, distribute or modify any part of the service without OpenLM’s prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose a part of the services, except as expressly authorized herein; (iii) disrupt servers or networks connected to the service; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Service; and/or (v) circumvent, disable or otherwise interfere with security-related features of the service or features that prevent or restrict use or access to the services. 
   6. Licenses: If the Customer is required under applicable laws to have any authorization, license or permit in order to use the Services or provide services to its end-users, it shall obtain such authorizations, licenses or permits prior to using the Services or making them available to its end-users. 
   7. Personal Data: The Services are not meant to process any Personal Data (as such term is defined under applicable law). In any case where the Customer wishes that OpenLM shall process, retain, store or otherwise receive access to Personal Data, then OpenLM shall execute all required Data Protection Addenda as defined in the GDPR. 
4. Updates: OpenLM may provide theCustomer , from time to time, with Upgrades, Updates or Fixes, provided that the Customer entered into a Maintenance Agreement with OpenLM or any Licensed third party on its behalf to provide support or maintenance. The Customer may, at its sole discretion, purchase Support and Maintenance, according to the rates set by OpenLM. 
5. API: OpenLM system features an Open API that allows developers and companies to extend the functionality of the system. For example, by implementing OpenLM API in a FLEXlm license software one can easily create an “OpenLM for New Software” product. Another example is that by using OpenLM Server open API one can create software like OpenLM EasyAdmin. Developers can freely use the OpenLM API to develop applications. The use, sell and distribution of such applications must be licensed by OpenLM and a revenue sharing agreement must be signed. 
6.  Use: OpenLM hereby grants *Customer* a personal license to use OpenLM’s Application Programming Interface (API) in order to enhance OpenLM’s use and functionality, as long as: (i) no use is being made to extend the maximum licenses and License Servers operated by OpenLM; or (ii) No distribution of any software, software code or binary that interacts with OpenLM’s API shall be made; or (iii) disclose the nature and functionality of API to any third party without OpenLM’s prior written consent; or (iv) otherwise make the API available to third parties without OpenLM’s prior written consent. 
7. Support: During Term, and as long as Customer has a paid for the Support and Maintenance or time bound subscription service, OpenLM may provide the Customer the following support services, all according to OpenLM’s Support SLA (hereinafter: SLA) as detailed in OpenLM’s website, and amended from time to time. For further information, please visit the following page: https://www.openlm.com/software-technical-support-service-level-agreement-sla/ 
   1. Software and Services Maintenance: OpenLM shall provide the Customer with Bug Fixes, Updates and Upgrades, from time to time, and according to OpenLM’s development and roadmap, as published and detailed on OpenLM’s website. 
   2. SLA Precedence: OpenLM shall determine the bug or request severity according to the SLA and shall commence action in the timeframe specified in the SLA. 
   3. Support: OpenLM shall provide The Customer with technical and operational support in regards to how to operate the OpenLM software, installation and integration, availability of additional components and any other inquiries which the Customer may present from time to time. Support shall be provided by, Email and Technical Forums on OpenLM’s website, during regular business hours and all requests shall be replied to as detailed in the SLABug Reports: The Customer may report bugs in accordance with the EULA. OpenLM shall inspect the report, and according to OpenLM’s roadmap, availability of staff and operational requirements, shall determine whether to fix the bug. 
   4. Extent of Support: The nature of the Support granted under this Agreement is limited, and covers only providing known solutions and/or solving workarounds, but not bug fixes or updates to Software. Critical problems, as determined by OpenLM’s sole discretion, may be dealt with. 
   5. Use of Knowledge base: OpenLM shall also provide Customer access to OpenLM’s Knowledge-Base, either by access to OpenLM’s website or by electronic means. The Knowledge Base shall contain a list of known and fixed solutions and workarounds. By entering into this Agreement, Customer further grants OpenLM its consent to include any inquiry which Customer will make in OpenLM’s knowledge-base, after excluding any identifiable information. 
8. Bug Notifications, Feature Requests and Beta Testing: OpenLM may allow theCustomer to provide it with bug notifications, and feature requests or to enroll to its beta testing program, all under these terms. 
   1. Bug Notification: *Customer* may provide OpenLM of details regarding any bug, defect or failure in OpenLM promptly and with no delay from such event; The Customer shall comply with OpenLM’s request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures. 
   2. Feature Request: The Customer may request additional features in OpenLM, provided, however, that (i) The Customer shall waive any claim or right in such feature should feature be developed by OpenLM; (ii) The Customer shall be prohibited from developing the feature by itself, or disclose such feature request, or feature, to any third party directly competing with OpenLM or any third party which may be, following the development of such feature, in direct competition with OpenLM; (iii) The Customer warrants that feature does not infringe any third party patent, trademark, trade-secret or any other intellectual property right; and (iv) The Customer developed, envisioned or created the feature solely by itself. 
   3. Beta Testing: Upon OpenLM’s sole discretion, he may provide the Customer with an option to participate in OpenLM’s Beta Testing (hereinafter: Beta). Should the Customer participate in Beta, it hereby warrants to keep all information in strict confidentiality, refrain from disclosing it to any third party or use it in any manner, especially in manners directly competing with OpenLM. The Customer shall furnish OpenLM with information relating to the Beta and OpenLM’s features, and remove all Software or cease using Services upon OpenLM’s request. 
   4. Data Collection: The Customer hereby grants OpenLM the right and license to collect usage data in a de-identified manner relating to its use of the Products and in order to enforce OpenLM’s legal rights. OpenLM may use such data to improve the services, create benchmarking data, marketing material or otherwise to create additional features in the Products. 
9. Liability: To the extent permitted under applicable Law, the Products are provided under an AS-IS basis. OpenLM shall not, and without any limit, be liable for any damage, cost, expense or any other payment incurred by theCustomer as a result of OpenLM actions, the product’s failure, bugs and/or any other interaction between the Products and Customer’s end-equipment, computers, other software or any third party services. If any competent authority shall rule that this exclusion of liability is non-enforceable, then OpenLM’s maximum liability shall not exceed the amount actually paid by Customer to OpenLM during the 12 months prior to the event. The Customer acknowledges that the pricing of the OpenLM products includes this limitation of liability, and that had OpenLM been required to provide additional liability then the prices would have been materially higher.
10. Warranty: The Products are provided without any warranty save for where stated in this License; OpenLM hereby disclaims any warranty that Products shall be error free, without defects or code which may cause damage to Customer’s computers or to it, and that the Products shall be functional. OpenLM hereby warrants that the software does not violate or infringe any third party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any third party intellectual property rights. The Customer shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running the Product on its computers. 
11. Audit Report Provision. Customer agrees to provide OpenLM with a copy of the audit report generated and available within the OpenLM interface upon OpenLM’s reasonable request at a regular interval. Customer acknowledges that this audit report contains data necessary for the reconciliation of Customer’s OpenLM license usage and compliance with the terms of the applicable Agreement. The Customer shall provide such reports in a timely manner and in the format accessible through the standard OpenLM interface. 
12. Components: OpenLM Software includes third party software; nothing in this Agreement shall deem the third parties liable to any damage and the third party software is provided without any warranty or liability. In any case where a competent authority shall rule that these components infringe on a third party right, then OpenLM shall exercise reasonable efforts to replace them and to maintain the software’s functionality. The third Party software and the applicable licenses are listed here: https://www.openlm.com/wp-content/uploads/2025/05/SBOM-Annapurna.pdf 
13. Indemnification: Customer hereby warrant to hold OpenLM harmless and indemnify OpenLM for any lawsuit brought against it in regards to Customer’s use of the Products in means that violate, breach or otherwise circumvent this Agreement, applicable laws, OpenLM’s intellectual property rights or OpenLM’s title in OpenLM. OpenLM shall promptly notify the Customer in case of such legal action and request the Customer’s consent prior to any settlement in relation to such lawsuit or claim. OpenLM hereby warrants to hold the Customer harmless and indemnify the Customer for any lawsuit brought against it in regards to any claim that the Products infringe on third party rights. The Customer shall promptly notify OpenLM in case of such legal action and request its consent prior to any settlement in relation to such lawsuit or claim. If OpenLM cannot continue to provide the Customer with the Products, it will procure or provide replacement software or amend it to avoid such infringement. OpenLM’s indemnity under this section shall be limited to the Customer’s direct damages. 
14. Termination: OpenLM may terminate this Agreement, including Customer’s license in the case where the Customer (i) became insolvent or otherwise entered into any liquidation process; or (ii) exported the Products to any jurisdiction where OpenLM may not enforce his rights under this agreement in; or (iii) the Customer was in breach of any of this Agreement’s terms and conditions and such breach was not cured, immediately upon notification; or (iv) The Customer was in breach of any of the terms of clause 2 (License) or 4 (Services) to this Agreement; or (v) TheCustomer otherwise entered into any arrangement which caused OpenLM to be unable to enforce his rights under this Agreement. 
15. Mergers, Acquisitions, and Restructuring: In the event the Customer undergoes a merger, acquisition, reorganization, or any other form of restructuring that results in a change of control or ownership of the Customer’s entity, the Customer shall provide written notice to OpenLM within thirty (30) days of such event. OpenLM reserves the right to terminate this Agreement and the associated licenses upon such notification. The licenses granted under this Agreement shall not automatically transfer or apply to any successor entity, acquiring entity, or newly formed entity resulting from such merger, acquisition, or restructuring. A new license agreement may be required with applicable license transfer fee at OpenLM’s discretion for any continued use of the Product by the new or restructured entity.” 
16. Force Majeure: OpenLM shall not be liable for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by events beyond OpenLM’s reasonable control, including but not limited to acts of God, war, terrorism, riots, civil unrest, labor disputes, epidemics, pandemics, governmental actions, fire, flood, storm, or other natural disasters, failure or interruption of public or private telecommunications networks, power outages, and strikes or lockouts. In the event of such delay or failure, OpenLM shall make reasonable efforts to resume performance as soon as practicable. The Customer acknowledges that such events shall not entitle the Customer to any remedies, refunds, or termination rights under this Agreement. 
17. Contracting Entity, Governing Law, Jurisdiction: This Agreement shall be solely governed by the Laws of the jurisdiction where the OpenLM contracting entity, as stated in this section, resides, and any dispute arising from it shall be brought only to the competent courts in the jurisdiction stated next to it. The Customer hereby agrees not to initiate class-action lawsuits against OpenLM in relation to this Agreement and to compensate OpenLM for any legal fees, costs or attorney fees should any claim brought by Customer against OpenLM be denied, in part or in full