Last updated: December 2025
DBOS SOFTWARE TERMS AND CONDITIONS
By downloading, installing, or using the the Software (as defined below), you (Licensee) expressly acknowledge and agree that you have read and understood these terms and conditions, and expressly agree to be bound by them. If you do not agree, do not download, install, or use the Software.
1. DEFINITIONS.
Commercial/Production Use means any use of the Software beyond Test/Development Mode, including where the Software processes, serves, or carries customer data or traffic.
DBOS Code means DBOS's proprietary computer programs that are included in the Software.
Documentation means the user guide, help information, information files (e.g., "About" files), and/or other technical documentation (but not marketing collateral) delivered by DBOS to Licensee with the Software, in digital, paper, or other format.
Feedback means all analyses, suggestions, data, and other feedback and information that are provided by Licensee and related to the Software or Documentation.
In-Licensed Code means code made available under permissive the permissive MIT open source license.
Order Form means a written document executed by both parties that specifies the Software licensed, the applicable fees, payment terms, license scope, and any other terms DBOS requires. Each Order Form is incorporated into and governed by this Agreement.
Software means the software product specifically identified in the Order Form, which is provided in executable format and comprised of DBOS Code and In-Licensed Code. Software includes any other software intentionally delivered to Licensee under this Agreement (such as, for example, updates delivered pursuant to the Support Services).
Test/Development Mode means use of the Software exclusively for Licensee’s internal testing, evaluation, or development, without any commercial, production, or customer-facing activity.
2. SOFTWARE.
License. During the term of this Agreement and subject to all terms and conditions herein, DBOS grants Licensee a non-exclusive, non-transferable right and license to install and use the Software (without modification) in accordance with the Documentation: (a) without a license key, strictly in Test/Development Mode; and (b) with a valid license key issued by DBOS, in Commercial/Production Use. Licensee may make copies of the Software only as necessary to support its authorized use of the Software, and for inactive backup and archival purposes. From time to time, Licensee may (at its discretion) provide Feedback to DBOS.
Upon Licensee’s request and payment of an additional fee (set forth in the Order Form), DOBS will provide a license key that does not require periodic call-home verification, subject to the terms set forth herein and other terms set forth in the Order Form or in any other Documentation (which may include without limitation periodic certifications).
Sublicense for Commercial/Production Use Licensees Only. During the term of this Agreement and subject to all terms and conditions herein, Commercial/Production Use Licensees may (a) integrate the unmodified Software with its own products (any such integrated product, a VAR Product), but only if the VAR Product provides significant functionality in addition to the Software and (b) sublicense and distribute the Software as part of the VAR Product to end users pursuant to en enforceable agreement that includes binding provisions which are at least as protective of DBOS (and its rights in and to the Software) as the provisions of this Agreement and all of restrictions and obligations set forth herein.
Documentation. During the term of this Agreement and subject to all terms and conditions herein, DBOS grants Licensee a non-exclusive, non-transferable right and license to use and reproduce the Documentation, solely in connection with its authorized use of the Software (including incorporating the Documentation within any VAR Product documentation).
Conditions. The Software is licensed as a single product and Licensee may not use its component parts separately. Except as expressly permitted herein, Licensee shall not sublicense or distribute any Software or Documentation to any of its clients or other third parties. In addition, Licensee agrees that its use of the Software shall comply with all other limitations, prohibitions, and conditions set forth in the Order Form or elsewhere in this Agreement, including without limitation, any restriction regarding: the number of active copies, seats, or authorized users; the time period during which the Software may be used; the territory or other place (such as, a designated Licensee facility) where the Software may be used; the division, businsess group or other organization within Licensee that may use the Software; the size or configuration of the system or network with which the Software may be used; the purpose for which the Software may be used (such as, trial use or evaluation).
License Control. Licensee understands and agrees that (a) the Software may contain code and/or require license keys or devices that detect or prevent unauthorized use of, or disable, the Software, including “call-home” functionality that periodically verifies license validity with DBOS servers and (b) it has no right or license to access or possess Software source code. Disabling or circumventing these licence control measures, except as permitted below, constitutes a material breach of this Agreement. Upon Licensee’s request and payment of an additional fee (set forth in the Order Form), DBOS will provide a license key that does not require periodic call-home verification. Enforcement for such licenses will follow standard industry practices as set forth in the Order Form (e.g., contractual obligations).
3. SERVICES.
Support and Maintenance. DBOS will procide support services for Commercial/Production Use customers as set forh in DBOS’s Support Agreement as executed between DBOS and each such customers.
4. PAYMENTS.
Fees and Payment Terms. License is provided free of charge for Test/Development Mode customers and for the fees specified in the applicable Order Form for Commercial/Production Use customers. Licensee agrees to pay DBOS all applicable one-time and recurring fees and other charges in the amounts and at the times specified in any such Order Form, including without limitation any late fees as specified therein.
Taxes. The prices stated in this Agreement do not include any federal, state, local, or foreign taxes, withholdings, duties, tariffs, levies, or similar assessments on the license, delivery, or use of any Software, Documentation, or Support Services. Licensee agrees to pay all such charges and not to reduce any payment to DBOS as a result thereof. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any government.
Audit. Upon reasonable advance written notice, DBOS (or an independent auditor reasonably acceptable to Licensee) shall have a right to verify Licensee's compliance with this Agreement. Licensee shall make its systems and all applicable books and records available for such inspection, audit, and copying during normal business hours at Licensee's principal place of business. Any audit shall be at DBOS's expense, unless it discloses an underpayment by Licensee for the audited period in excess of 5% or any unlicensed use of the Software, in which case Licensee shall reimburse DBOS for such expenses.
5. CONFIDENTIALITY.
Scope. The term Confidential Information means all trade secrets, know-how, inventions, developments, software, and other financial, business, or technical information that are disclosed by or for a party in relation to this Agreement, and that are marked or otherwise identified as proprietary or confidential at time of disclosure or which by their nature would be understood by a reasonable person to be proprietary or confidential (and including all copies, abstracts, summaries, analyses, and derivatives thereof). The restrictions on use and disclosure of Confidential Information shall not apply to any information that the receiving party can demonstrate has been (a) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party, (b) generally available to the public without breach of this Agreement, or (c) independently developed by it without reliance on such information. All Software, non-public Documentation, pricing information, and license keys, and the results of any functional, performance, or benchmark testing of the Software, are deemed to be DBOS's Confidential Information.
Confidentiality. Each party shall use reasonable care to keep the other's Confidential Information secret and, except for the specific rights granted by this Agreement, neither party shall possess, access, use, reproduce, or disclose any of the other's Confidential Information without its prior written consent. The receiving party may disclose Confidential Information only to its employees and contractors who have a need to know for the permitted purpose and who are bound to safeguard the Confidential Information pursuant to obligations that are at least as protective as the restrictions in this Agreement. Each party shall be responsible for any breach of confidentiality by its employees and contractors. Promptly after any termination of this Agreement (or at the disclosing party's request at any other time), the receiving party shall return all of the other's tangible Confidential Information, permanently erase all Confidential Information from any storage media, and destroy all information, records, and materials developed therefrom. Each party may disclose only the general nature, but not the specific terms, of this Agreement without the prior written consent of the other party; provided, either party may provide a copy of this Agreement or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction, due diligence inquiry, or audit.
6. PROPRIETARY RIGHTS.
Restrictions. Licensee shall not, directly or indirectly (a) use any DBOS Confidential Information to specify, design, or develop any software, platform, or documentation that is similar to any of the Software or Documentation, (b) disassemble, decompile, reverse engineer, or otherwise try to discover any source code or underlying designs, organization, structures, ideas, or algorithms of the Software (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), or otherwise circumvent any technological measure that controls access thereto, or (c) use or allow the transfer, transmission, export, or re-export of all or any part of the Software or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction. Unless and only to the extent expressly permitted in this Agreement, Licensee shall not, directly or indirectly (d) encumber, rent, lease, sublicense, transfer, or distribute any Software or Documentation, or use the Software for the benefit of any third party (including without limitation, on a time-share, service bureau, software-as-a-service, or other similar basis) or (e) copy, adapt, translate, localize, port, combine, integrate, bundle, create derivative works of, or otherwise modify any Software or Documentation.
DBOS. Except for the limited rights and licenses expressly granted hereunder, no other right, license, or option is granted (by implication, estoppel, or otherwise), no other use is permitted, and DBOS (and its licensors) shall own and retain all rights, title, and interests (including all patent rights, copyright rights, trade secret rights, and other intellectual property and proprietary rights) in and to the Software and Documentation. Licensee agrees not to take any action inconsistent with such title and ownership. Licensee agrees that DBOS is free to use and exploit the Feedback, and all generalized knowledge, expertise, know-how, and technologies related to or acquired in connection with this Agreement, in any manner for all purposes (including in connection with developing new or improved products and services).
Markings. Licensee shall not obscure, alter, or remove any printed or on-screen proprietary or legal notice displayed by or contained on or in any copy of the Software or Documentation.
Data. Licensee acknowledges and agrees that all diagnostic, technical, and other information related to the status and use of the Software that Licensee provides to DBOS or that is collected by the Software, may (without attribution or restriction) be stored, analyzed, and used by DBOS in connection with supporting and updating the Software, developing and distributing other products and services, and enforcing the terms of this Agreement.
7. WARRANTY AND DISCLAIMERS.
Software. DBOS warrants to Licensee that the unaltered Software will operate substantially in compliance with the Documentation for a period of 30 days after the Effective Date. Any warranty claim hereunder must be made in writing during such 30-day period. DBOS's sole obligation and Licensee's exclusive remedy in respect thereof is for DBOS to use reasonable efforts to revise, repair, or replace the nonconforming Software or, at DBOS's sole discretion, terminate this Agreement upon written notice and, after return of the nonconforming Software, refund to Licensee any pre-paid fees, pro-rated for the remainder of the period for which such fees have been pre-paid.
Exclusions. The foregoing warranty shall not apply and DBOS shall have no liability hereunder for any nonconformity that results from Licensee's software, hardware, systems, or networks or to any Software (a) used other than strictly in accordance with this Agreement, or in an application or environment or on a platform or with devices for which it was not intended, (b) installed, configured, operated, maintained or used improperly, or in any manner not in accordance with the Documentation, industry standard practice, or DBOS's instructions or recommendations or (c) combined, altered, modified or maintained other than by or for DBOS.
Disclaimers. EXCEPT AS EXPRESSLY SPECIFIED HEREIN, THE SOFTWARE, DOCUMENTATION AND SUPPORT SERVICES ARE PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. THERE ARE NO WARRANTIES THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY APPLICATION, HARDWARE, OR ENVIRONMENT, OR THAT THE SOFTWARE WILL MEET LICENSEE'S BUSINESS REQUIREMENTS, OR THAT OPERATION OF THE SOFTWARE WILL ACHIEVE ANY RESULTS OR BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, DBOS (FOR ITSELF AND ITS LICENSORS) HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, REGARDING THE SOFTWARE, DOCUMENTATION AND SUPPORT SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
8. INDEMNIFICATION.
Licensee. Licensee agrees to defend DBOS against any demand, suit, action, or other claim by any third party that is based on or related to any VAR Product, and to indemnify DBOS for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys' fees) awarded in an adverse judgment based on any such claim.
DBOS. Except as provided below, DBOS agrees to defend Licensee against any demand, suit, action, or other claim by any third party that the DBOS Code infringes a valid US patent (issued as of the Effective Date), or any copyright or trade secret, of such third party, and indemnify Licensee for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys' fees) awarded in an adverse judgment based on any such claim. If any Software becomes or, in DBOS's opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, DBOS may, at its option and expense (1) obtain for Licensee the right to continue using such Software or (2) replace or modify such Software so that it becomes non-infringing without substantially compromising its principal functions. If (1) and (2) are not reasonably available to DBOS, then it may (3) terminate this Agreement upon written notice and, after return of the Software, refund to Licensee any pre-paid fees, pro-rated for the remainder of the period for which such fees have been pre-paid.
Exclusions. DBOS shall have no obligation to Licensee or liability hereunder with respect to any claim based upon any In-Licensed Code or (a) any use of the Software not strictly in accordance with this Agreement, (b) any use of Software in an application or environment or on a platform or with devices for which it was not designed or contemplated, (c) alterations, combinations, or enhancements of the Software not created by DBOS, (d) Software that complies with Licensee's detailed requirements, (e) Licensee's continuing allegedly infringing activity after being notified thereof or its continuing use of any version of the Software after being provided modifications that would have avoided the alleged infringement, or (f) any intellectual property right in which Licensee or any of its affiliates has an interest.
Entire Liability. The foregoing states DBOS's entire liability, and Licensee's exclusive remedy, with respect to any actual or alleged violation of intellectual property rights by the Software or any part thereof or by its use or operation.
Conditions. The indemnifying party's obligations hereunder are conditioned on (a) the party seeking indemnification providing prompt written notice thereof and reasonable cooperation, information, and assistance in connection therewith and (b) the indemnifying party having sole control and authority to defend, settle or compromise such claim. The indemnified party may participate in the defense at its sole cost and expense. The indemnifying party will not enter into any settlement (other than for payment of money subject to its indemnity) that adversely affects the indemnified party's rights or interests without its prior written approval, not to be unreasonably withheld. The indemnifying party shall not be responsible for any settlement it does not approve in writing.
9. LIMITATION OF LIABILITY.
EXCEPT FOR ANY BREACH OF SECTION 5 (CONFIDENTIALITY), AND EXCEPT FOR ANY BREACH OF SECTION 6 (PROPRIETARY RIGHTS), AND EXCEPT FOR LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 8 (INDEMNIFICATION), IN NO EVENT SHALL DBOS (OR ITS LICENSORS) OR LICENSEE BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INTERRUPTION OF USE, LOSS OF DATA, OR COST TO PROCURE SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (C) AGGREGATE DAMAGES IN EXCESS OF THE FEES PAID TO DBOS DURING THE PRIOR 12 MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
10. TERM AND TERMINATION.
Term. This Agreement shall commence on the Effective Date and continue in effect for the Initial Term set forth in the Order Form. The Agreement will be extended automatically for additional terms of 1 year at the end of the Initial Term and each renewal term. However, either party may elect not to renew by giving written notice to the other at least 30 days prior to the end of the then current term.
Cause. This Agreement may be terminated earlier by either party (a) if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days (10 days in the case of payment related breach) after receiving written notice of such breach from the non-breaching party or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates, or otherwise fails to operate in the ordinary course.
Effects of Termination. Upon expiration or termination of this Agreement for any reason, all rights, obligations, and licenses of the parties hereunder shall cease, except that the following shall survive: (a) all obligations that accrued prior to the effective date of termination (including without limitation, payment obligations) and remedies for breach of this Agreement; (b) Licensee shall stop using, de-install, and destroy all copies of the Software, Documentation, and VAR Products; and (c) the provisions of Sections 4 (Payments), 5 (Confidentiality), 6 (Proprietary Rights), 7 (Warranty and Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 11 (General Provisions), and this Section 10.
11. GENERAL PROVISIONS.
Entire Agreement. This Agreement (including any exhibits or documents incorporated herein) constitutes the entire agreement, and supersedes all prior negotiations, understandings, or agreements (oral or written), between the parties about the subject matter of this Agreement. Any additional, different or inconsistent terms on any related purchase order, confirmation or similar form, even if signed by the parties hereafter, shall have no force or effect under this Agreement. This Agreement may be executed in one or more counterparts, each of which is an original, but together constituting one and the same instrument. Execution of a facsimile copy (including PDF) or by electronic signature (e.g., DocuSign) shall have the same force and effect as execution of an original, and a facsimile or electronic signature shall be deemed an original and valid signature. No change, consent, or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is in English only, which language shall be controlling in all respects. No version of this Agreement in another language shall be binding or of any effect.
Publicity. Upon receipt of written permission from Licensee, DBOS will include Licensee's name and logo in customer lists and presentation materials that may be published and distributed as part of DBOS's marketing and promotional efforts. Except for the foregoing or as required by any applicable law or regulation, neither party may issue any press release or other public announcement concerning the arrangements under this Agreement without the other party's prior written consent, not to be unreasonably delayed, conditioned or withheld.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its conflicts of law provisions. In the event of any conflict between US and foreign laws, regulations, and rules, US laws, regulations, and rules shall govern. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the implementation of the Computer Information Transactions Act in any jurisdiction shall apply to this Agreement. The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Massachusetts and both parties consent to the exclusive jurisdiction of such courts with respect to any such action.
Remedies. Except as expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. The failure of either party to enforce its rights or remedies under this Agreement at any time or for any period will not be construed as a waiver of such rights or remedies, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. Each party agrees that, in the event of any breach or threatened breach of Section 5 or Section 6, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, in addition to any other remedy, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond or surety.
Notices. Any notice or other communication hereunder shall be in writing and either personally delivered or sent via confirmed confirmed email, recognized express delivery courier, or certified or registered mail (prepaid and return receipt requested), addressed to the other party at its address specified herein, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.
Assignment. This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred by either party without the prior written consent of the other, except that either party (without consent) may assign this Agreement and its rights and obligations hereunder to any of its affiliates or to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of stock or assets, merger, consolidation, or otherwise). Any attempted transfer in violation hereof will be void and of no effect. DBOS may subcontract performance of any services. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.
Force Majeure. Neither party shall be liable for any delay or failure in performing its obligations hereunder that is related to or arises out of any event, cause, condition, restriction, change in law or regulation, government order or guidance, risk to public health, safety, or welfare, or other circumstance beyond its reasonable control.
Independent Contractors. The parties shall be independent contractors in their performance under this Agreement, and nothing contained herein will constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
Government. If any user of the Software or Documentation is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, modification, release, disclosure, or transfer of the Software or Documentation is restricted in accordance with FAR 12.212 for civilian agencies and DFAR 227.7202 for military agencies. The Software is commercial computer software and the Documentation is commercial computer software documentation. The use of the Software and Documentation is further restricted in accordance with the terms of this Agreement.