Effective date: August 31, 2026 · Last updated: August 31, 2026
This SalucaOS License Agreement supplements, and is to be read together with, the Saluca Terms of Service ("ToS"), which governs any commercial subscription. Where a term here concerns commercial subscription mechanics, it defers to the ToS.
This SalucaOS License Agreement (this "Agreement" or the "SalucaOS EULA") is a legal agreement between Saluca LLC, a California limited liability company ("Saluca," "we," "us," or "Licensor"), and the individual or legal entity that installs, accesses, or uses the Software (the "Licensee," "you," or "your").
BY INSTALLING, ACCESSING, RUNNING, OR OTHERWISE USING THE SOFTWARE, INCLUDING BY PULLING, DEPLOYING, OR EXECUTING A CONTAINER IMAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.
The Software is proprietary and confidential. It is licensed, not sold. All rights not expressly granted are reserved. Per-file license identifier: LicenseRef-Saluca-Proprietary (All Rights Reserved), except for third-party open-source components governed by their own licenses as described in Section 7.
This Agreement governs SalucaOS and nothing else. It does not amend, replace, or apply to any other Saluca product. Tiresias remains licensed under the separate Tiresias Software License Agreement, and Asphodel and Tiresias Watch remain licensed as stated in the Terms of Service. Nothing here changes the terms on which any of them is licensed.
Capitalized terms have the meanings given below or where defined elsewhere in this Agreement. Terms used but not defined here have the meanings given in the ToS.
1.1 "Software" means the SalucaOS proprietary software distributed by Saluca, comprising the Runtime and the Console, together with any associated command-line utilities, in each case distributed as container images and in object-code form, including any Updates provided under Section 8. The Software does not include the Open-Source Components (Section 7), which are licensed separately.
1.2 "Runtime" means the governed runtime that runs on or alongside a machine, governs that machine against a sealed constitution, holds the instance's cryptographic identity, and writes consequential events to an append-only hash chain held on infrastructure the Licensee owns or lawfully controls.
1.3 "Console" means the separate oversight process that reads the same record, presents it to a named human, and from which a named human can stop a governed machine. The Console is optional: the Runtime governs whether or not a Console is running.
1.4 "Documentation" means the user, administrator, deployment, and operator documentation Saluca makes generally available for the Software, as updated from time to time.
1.5 "License Credential" means a credential Saluca issues to a Licensee holding a Commercial Use License. Its function is to authenticate the Licensee when downloading non-public container images. The Software does not read a License Credential, and no License Credential is required to run the Software. See Section 3.
1.6 "Tier" means the basis on which the Licensee is permitted to use the Software. The Tiers are Community and the Commercial Use License. Deployments beyond the scale a Commercial Use License covers are by separate written agreement with Saluca.
1.7 "Community" means the free Tier described in Section 2.2. It is limited by purpose, and by nothing else: there is no machine limit, no time limit, and no reduced build.
1.8 "Commercial Use License" means the paid Tier that permits Commercial Production Use, granted per Deployed Machine for a stated term. Fees are as stated at checkout or in the applicable Order.
1.9 "Commercial Production Use" means use of the Software in the conduct of a business or other commercial activity, including use in or in support of a product or service the Licensee sells, licenses, or otherwise supplies to a third party, and use to govern a machine performing commercial work. It does not include the purposes listed in Section 2.2.
1.10 "Deployed Machine" means one physical or virtual machine, vehicle, vessel, robot, rig, or other apparatus that a governed instance of the Runtime is deployed to govern. Where a single governed instance governs a single apparatus, that is one Deployed Machine. Because the Software counts nothing and reports nothing (Section 9), the Deployed Machine count is a matter the Licensee reports (Section 16).
1.11 "Auditor Export" means the artifact the Software produces for a regulator, an insurer, or a third-party reviewer, bundling the chain, the constitution, the seal record, any retained checkpoint receipt, an independent checker, and a written statement of what the artifact cannot establish.
1.12 "Principal Export" means the artifact the Software produces for a principal covering that principal's own relationship data.
1.13 "Order" means an order form, quote, subscription confirmation, or other ordering document under the ToS that specifies the purchased Tier, term, and Deployed Machine count.
1.14 "Subscription Term" means the period for which the Licensee holds an active, paid Commercial Use License under the ToS or an Order.
2.1 Commercial Use License. Subject to the Licensee's continuous compliance with this Agreement and the ToS (including payment of all fees), Saluca grants the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license, during the Subscription Term, to:
(a) install and run the Software, in object-code form, on infrastructure the Licensee owns or lawfully controls (including cloud infrastructure the Licensee lawfully controls);
(b) use the Software for the Licensee's own purposes, including Commercial Production Use, to govern the Licensee's own machines, up to the number of Deployed Machines stated in the Order; and
(c) make a reasonable number of copies of the Software solely as necessary for installation, backup, and disaster recovery.
2.2 Community: a free, perpetual right to run. Saluca grants the Licensee a perpetual, worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable license to install and run the Software, in object-code form, on infrastructure the Licensee owns or lawfully controls, at no charge and without any License Credential, for any of the following purposes: evaluation, development and testing, internal research, academic and educational use, use by a student or competition team, and use in simulation. Community use does not permit Commercial Production Use.
2.2.1 What "perpetual" means here. The Community license does not expire, is not tied to a subscription, and does not lapse because nothing was paid, because nothing is owed. It ends only under Section 13.2, and only for breach of this Agreement. Saluca cannot end it remotely, and has no technical means of doing so (Section 3).
2.2.2 No machine limit at Community. Saluca states no machine limit for Community use because it has no means of observing one. The Software makes no call to Saluca, keeps no count, and reports nothing (Section 9). A limit Saluca could not observe would be a claim Saluca could not keep, so none is made. The boundary at Community is purpose, stated in Section 2.2, and it is a term of this Agreement rather than a check in the Software.
2.3 The same software at every Tier. The Software is identical at Community and under a Commercial Use License. The Runtime is identical, the Console is identical, and both the Auditor Export and the Principal Export are identical and available at both. Nothing is held back from the free Tier, and there is nothing in the Software that a payment unlocks. What a Commercial Use License grants is permission, together with the supported and documented path, and not a capability the Licensee would otherwise lack.
2.4 Documentation. Saluca grants the Licensee a limited, non-exclusive right to use the Documentation solely to support the Licensee's authorized use of the Software.
2.5 Source code is not provided. The Software is licensed in object-code form only. Saluca does not provide, and this Agreement grants no right to receive, the source code of the Software. The free Tier is a free binary. It is not source-available, and nothing in Section 2.2 should be read as a step toward source availability.
2.6 Reservation. The Software is licensed, not sold. Saluca and its licensors reserve all rights not expressly granted in this Agreement. No license is granted by implication, estoppel, or otherwise.
2.7 Affiliates and contractors. The Licensee's affiliates and third-party contractors may operate the Software solely on the Licensee's behalf and for the Licensee's own purposes, provided that (a) the Licensee ensures each such affiliate and contractor complies with this Agreement, (b) each contractor is bound by written obligations at least as protective as this Agreement, (c) no affiliate or contractor makes any independent use of the Software, and (d) the Licensee remains fully responsible and liable for all acts and omissions of its affiliates and contractors as if they were the Licensee's own.
This Section is the one most likely to be read as saying the opposite of what it says. The natural reading of a software license is that non-payment takes something away. For SalucaOS it does not, and the paragraphs below state that explicitly rather than leaving it to inference.
3.1 Nothing in the Software degrades, at any time, for any license reason. No license state, and no absence of a License Credential, causes the Software to reduce, disable, throttle, expire, or withdraw any function. In particular, and without limiting that sentence:
(a) the Runtime keeps governing. A governed machine does not stop being governed because a term ended or an invoice went unpaid. Stopping the governance of a machine that is still operating is the unsafe act, and this Agreement does not authorize the Software to perform it;
(b) the Console keeps working in full. Oversight is not a paid feature and is not withheld. A machine governing itself while nobody is able to observe it is the configuration this product exists to argue against, and withholding oversight for non-payment would make the most widely distributed deployment the least safe one;
(c) the ability of a named human to stop a governed machine is never withheld, at any Tier, in any license state;
(d) the audit record continues to be written, and remains complete and verifiable; and
(e) the Auditor Export and the Principal Export remain available in full. Neither is gated, at either Tier, in any license state. The evidence a Licensee would hand to a regulator, an insurer, or a third-party reviewer is not withheld for non-payment.
3.2 The commercial boundary is permission. It is not safety, and it is not evidence. What a Licensee pays for is the right to put the Software to Commercial Production Use, together with support where separately agreed. Non-payment does not remove oversight, does not remove the audit record, and does not remove the Licensee's ability to produce evidence about its own machines. A Licensee whose Commercial Use License has ended is in breach of Section 2 if it continues Commercial Production Use, and Saluca's remedies for that are the ordinary contractual ones set out in Section 13 and Section 16. They are not, and will not be, the withdrawal of a safety or oversight function.
3.3 The Software contains no license verification. There is no license check anywhere in the Software: not in the runtime path, not at start-up, not in the Console, and not in either export. There is nothing in the Software to verify a License Credential against, because the Software never reads one.
3.4 No remote switch, no phone-home, and no license server. The Software makes no call to Saluca and contacts no license server, for license purposes or for any other purpose. Saluca cannot reach a Licensee's instance, cannot alter its behavior, and cannot stop it. No mechanism for doing so exists in the Software, and Saluca will not add one.
3.5 The license never gates start-up or shutdown. No license state may prevent an instance from starting, from continuing to govern, or from bringing a machine to a stop or to a safe state. This is a design constraint on Saluca as much as a term for the Licensee, and Saluca will not ship a build in which it is untrue.
3.6 Revocation acts at the point of download, and nowhere else. Where Saluca revokes a License Credential, the effect is that the credential is refused when the Licensee next attempts to download a non-public image. Revocation does not reach a running instance. A Licensee whose credential is revoked keeps the images it already holds, and the machines those images govern continue to be governed. Revocation is a control on distribution. It is not a kill switch, and this Agreement does not create one.
3.7 Credential security. The Licensee shall protect any License Credential as Saluca Confidential Information (Section 10) and shall not publish, share, resell, or redistribute it.
3.8 No tampering or misuse of a credential. The Licensee shall not, and shall not permit any third party to, forge, alter, fabricate, or misuse a License Credential, or use one issued to another party, in order to obtain non-public images the Licensee is not entitled to. Because the Software contains no license control (Section 3.3), there is no license-control mechanism in it to circumvent, and this Section is not to be read as creating one.
4.1 Excluded uses. The Licensee shall not use the Software, at any Tier, to govern, control, supervise, or make or inform a decision in any of the following:
(a) a system on which a person's life or physical safety depends, or any system whose failure could reasonably be expected to cause death or serious physical injury;
(b) a medical device, or the diagnosis, treatment, or clinical care of a patient, or any decision about a patient's care;
(c) a weapon, a munition, or any system whose purpose is to target, aim, or deliver force;
(d) the operation, control, or safety systems of a nuclear facility, or the handling of nuclear material;
(e) the control of an aircraft, the control of air traffic, or the control or signalling of a railway; or
(f) any other operation where a failure of the Software could reasonably be expected to cause death or serious physical injury.
4.2 Why this Section is drawn this narrowly, and that it may widen. The excluded uses are the deployments where the consequences of a defect are worst and where the Licensee would be entitled to assurances Saluca is not in a position to give today. The exclusion is deliberate and is not a statement about what the Software can technically do. Saluca may widen the field of use in a later version of this Agreement, or by separate written agreement for a particular Licensee. Until it does, the exclusions in Section 4.1 apply at every Tier, including Community.
4.3 Simulation and research are not excluded. Nothing in Section 4.1 prevents the Licensee from using the Software in simulation, in a laboratory, or in research directed at any of the excluded fields, provided that no person's safety depends on the Software and no apparatus governed by the Software is in a position to cause physical injury.
4.4 No claim about any regulation is made or implied. Section 4.1 is a limit on the license Saluca grants. It is not a statement about what any law or regulation requires, and it is not a statement that the Software does or does not meet any regulatory requirement. The Licensee is solely responsible for determining which requirements apply to its deployment and for meeting them.
The Licensee shall not, and shall not authorize or permit any third party to:
5.1 Redistribute, resell, or host as a service. Distribute, sublicense, resell, lease, lend, or make the Software available to any third party, including by operating the Software as a hosted, managed, or "as-a-service" offering for third parties, or in any service-bureau, time-sharing, or outsourcing arrangement. Operating the Software to govern a machine the Licensee supplies to a customer is Commercial Production Use and requires a Commercial Use License; it is not redistribution, and this Section does not prohibit it.
5.2 Reverse engineer. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Software, except and only to the extent that this restriction is prohibited by applicable law (for example, to obtain interoperability information under Article 6 of the EU Software Directive), and then only after providing Saluca prior written notice and a reasonable opportunity to provide the relevant information or interoperability interface.
5.3 Notices. Remove, alter, obscure, or falsify any proprietary, copyright, trademark, confidentiality, SPDX, or other notice or identifier in or on the Software, the Documentation, or a License Credential.
5.4 Misrepresent the record. Alter, delete, truncate, re-sign, or otherwise falsify any part of the audit record the Software writes, or any export produced from it, and present the result as a record or export the Software produced. This Section is not a restriction on the Licensee's own data. It is a restriction on misrepresenting what the Software attested.
5.5 Defeat oversight. Modify, package, or deploy the Software in a way designed to prevent an authorized human from observing the record or from stopping a governed machine, or hold the Software out as providing oversight that the Licensee's deployment has disabled.
5.6 Unauthorized copying. Copy the Software except as expressly permitted in Section 2.
5.7 Benchmarking and competitive publication. Publicly disclose or publish any benchmark, performance, or competitive-analysis results regarding the Software without Saluca's prior written consent. Nothing in this Section restricts the Licensee from publishing or disclosing a defect, a security finding, or a limitation the Licensee has found in the Software.
5.8 Competing product. Use the Software, the Documentation, or any Confidential Information to develop, train, or build a product or service that competes with the Software, or to assist a third party in doing so.
5.9 Unlawful or prohibited use. Use the Software in violation of applicable law, the ToS, the Acceptable Use Policy, or Section 4, or in any manner not expressly authorized by this Agreement.
5.10 Third-party rights. Use the Software to infringe or misappropriate any third party's intellectual property or other rights.
6.1 Ownership. As between the parties, Saluca (and its licensors) owns and retains all right, title, and interest in and to the Software, the Documentation, and all related intellectual property rights, including all copyrights, patents, patent applications, trademarks, trade secrets, and other proprietary rights, and all modifications, enhancements, and derivative works thereof.
6.2 The record and the machine's data are the Licensee's. Saluca claims no ownership of the audit record an instance writes, of the exports produced from it, or of any data the Licensee's machines generate. They are written to, and remain on, infrastructure the Licensee owns or lawfully controls, and Saluca does not receive them (Section 9).
6.3 No implied rights. The Licensee receives only the limited license rights expressly granted in this Agreement. No ownership interest is transferred. All rights not expressly granted are reserved to Saluca.
6.4 Feedback. If the Licensee provides Saluca with suggestions, ideas, or feedback about the Software, Saluca may use them without restriction or obligation, and the Licensee grants Saluca a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback for any purpose.
6.5 Trademarks. "Saluca," "SalucaOS," and related names and logos are trademarks of Saluca. This Agreement grants no right to use them except as required for permitted use and attribution.
7.1 Carve-out. The Software incorporates or depends upon certain third-party open-source software ("Open-Source Components"), which are provided under their own respective licenses and not under the proprietary terms of this Agreement. To the extent the terms of an Open-Source Component's license conflict with this Agreement with respect to that component, the Open-Source Component's license controls for that component.
7.2 Notices. Required open-source license texts, attributions, and NOTICE files are provided with the Software or in the Documentation, which states the Open-Source Components included in a given release. The Licensee shall retain and reproduce all such notices as required by the applicable open-source licenses.
7.3 No limitation of OSS rights. Nothing in this Agreement is intended to, or shall, restrict any right the Licensee has under any applicable open-source license with respect to the corresponding Open-Source Component.
8.1 Delivery. The Software is delivered electronically as container images. Community images are published publicly and require no credential to download. Images for holders of a Commercial Use License are non-public and are downloaded using a License Credential. The coordinates for each are stated in the Documentation. The Licensee is responsible for pulling, deploying, and operating the Software on its own infrastructure.
8.2 Availability of the Software itself. Saluca makes a given package available when it makes it available. Nothing in this Agreement is a commitment that any particular image, Tier, or release exists or is obtainable on any date. This Agreement states the terms on which the Software is licensed when the Licensee obtains it.
8.3 Updates. Saluca may make updates, upgrades, patches, and new versions ("Updates") available at its discretion. Updates are part of the Software and are governed by this Agreement unless accompanied by separate terms. Saluca does not push an Update to a Licensee's instance; the Licensee decides what it deploys, and when.
8.4 Deprecation and supported versions. Saluca may deprecate features or versions and may define which versions are supported, in each case on reasonable prior notice.
8.5 Support, and the absence of a service level. There is no published support term for SalucaOS. Saluca's published Version Support Policy names other products and does not cover SalucaOS, which leaves SalucaOS with no support window rather than a default one. Saluca offers no service-level agreement, publishes no availability, uptime, or response-time figure, and gives no availability guarantee for the Software. Where the Parties execute a written support or service-level schedule for SalucaOS, that schedule governs to the extent it conflicts with this Section. The Software is licensed to run on the Licensee's own infrastructure, and its availability is therefore a function of that infrastructure rather than of Saluca.
9.1 Licensee data stays with the Licensee. The Software runs on the Licensee's own infrastructure. The constitution, the identity, the audit record, and every export produced from it are written to and held on the Licensee's infrastructure. Saluca does not receive them, does not host them, and holds no copy.
9.2 No telemetry and no phone-home. The Software makes no call to Saluca. It does not report usage, does not count machines, instances, or events for Saluca's benefit, and transmits no operational data to Saluca. There is no telemetry in the Software, and Saluca will not add any.
9.3 Producing an export sends nothing. Neither the Auditor Export nor the Principal Export contacts Saluca or any other party. Producing either is a local operation. Saluca is not told that one was produced and does not receive its contents.
9.4 Operation without network connectivity is supported. The Software is designed to run with no outbound network connectivity, including fully air gapped. Nothing in this Agreement requires the Licensee to connect an instance to any network in order to keep its rights under this Agreement.
9.5 Security posture. Saluca holds no SOC 2 report and no SOC 2 examination is in progress; the Software and Saluca are not SOC 2 certified as of the effective date of this Agreement. Saluca makes no representation of SOC 2 certification.
10.1 Confidential Information. The Software in unmodified proprietary form, any License Credential and key material, non-public Documentation, and any non-public technical or business information Saluca designates or that reasonably should be understood as confidential are Saluca's "Confidential Information."
10.2 Obligations. The Licensee shall (a) protect Confidential Information using at least reasonable care, (b) not disclose it except to personnel and permitted contractors with a need to know who are bound by confidentiality obligations at least as protective as these, and (c) use it only as necessary to exercise its rights and perform its obligations under this Agreement.
10.3 Exclusions. Confidentiality obligations do not apply to information that is or becomes public through no fault of the Licensee, was rightfully known without obligation of confidentiality, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction. Open-Source Components are not Confidential Information, and neither are the publicly published Community images.
10.4 The Licensee's record is not Saluca's Confidential Information. Nothing in this Section restricts the Licensee from disclosing, publishing, or handing to a regulator, an insurer, an auditor, or any other party the audit record its own instances wrote, or any export produced from it. An export is the Licensee's to give away.
10.5 Compelled disclosure. The Licensee may disclose Confidential Information to the extent legally compelled, provided it gives (where lawful) prompt notice and reasonable cooperation to seek protective treatment.
11.1 THE SOFTWARE, DOCUMENTATION, AND LICENSE CREDENTIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALUCA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
11.2 SALUCA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS. THE LICENSEE INSTALLS, CONFIGURES, AND OPERATES THE SOFTWARE ON ITS OWN INFRASTRUCTURE AND IS SOLELY RESPONSIBLE FOR ITS DEPLOYMENT, CONFIGURATION, POLICIES, AND USE, AND FOR THE RESULTS OBTAINED.
11.3 What the audit record is, and what it is not. The record the Software writes is tamper-evident, and it is not tamper-proof. Its guarantees depend on how the Licensee operates it, including whether the Licensee retains checkpoint receipts outside the store they describe, and they do not hold against a party who holds the instance's own signing key. The Documentation states these limits, and every Auditor Export carries a written statement of what it cannot establish. SALUCA MAKES NO WARRANTY THAT THE RECORD, ANY EXPORT, OR ANY VERIFICATION RESULT WILL BE ACCEPTED BY, OR WILL SATISFY, ANY REGULATOR, AUDITOR, INSURER, COURT, OR OTHER THIRD PARTY. The Software is one control among others and is not a guarantee against all failures, misuse, or safety events.
11.4 The Licensee remains responsible for its machines. The Software governs, records, and can stop; it does not relieve the Licensee of responsibility for the safe design, operation, supervision, and maintenance of the machines it deploys. The Licensee is responsible for ensuring that a stop initiated through the Software leaves its equipment in a state the Licensee considers safe.
11.5 Open-Source Components are provided under their own licenses, which contain their own warranty disclaimers.
12.1 Subject to the ToS cap. Where the Licensee holds a Commercial Use License under the ToS, the parties' liability arising out of or relating to the Software and this Agreement is governed by, and subject to, the aggregate limitation and exclusions of liability set out in the ToS, which are incorporated by reference. This Agreement does not increase either party's aggregate liability beyond the cap stated in the ToS, and the ToS's exclusion of indirect, incidental, consequential, special, exemplary, and punitive damages (and of lost profits, revenue, data, and goodwill) applies equally here.
12.2 Community and standalone use. If the Licensee uses the Software at Community, or otherwise without a ToS in force, then to the maximum extent permitted by law Saluca's total aggregate liability arising out of or relating to the Software and this Agreement shall not exceed one hundred U.S. dollars (US$100), and Saluca shall have no liability for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any lost profits, revenue, data, or goodwill.
12.3 No indemnity. Saluca provides no indemnity of any kind for the Software, including no defense or indemnity against a claim that the Software infringes a third party's intellectual property. Any indemnity must be separately agreed in writing.
12.4 Allocation of risk. The limitations in this Section and the ToS are an essential basis of the bargain and apply even if a remedy fails of its essential purpose.
13.1 Term. This Agreement takes effect upon the Licensee's first installation or use of the Software. A Commercial Use License continues for the applicable Subscription Term. The Community license continues perpetually (Section 2.2.1), unless terminated under Section 13.2.
13.2 Termination for breach. Saluca may terminate the license, including the Community license, upon the Licensee's material breach of this Agreement, including any breach of Sections 2, 4, 5, or 10, if not cured within thirty (30) days after notice, or immediately for a breach not reasonably capable of cure. Termination is a legal act taken by notice. It has no technical component, and Saluca has no means of enforcing it against a running instance (Sections 3.4 and 3.6).
13.3 End of a Commercial Use License. Expiration, non-renewal, or termination of a Commercial Use License ends the Licensee's right to Commercial Production Use. It does not end the Community license, and it does not degrade, disable, or reduce anything in the Software (Section 3.1). A Licensee whose Commercial Use License has ended, and whose use falls within Section 2.2, may continue to run the Software under the Community license.
13.4 Effect of termination. Upon termination of all license rights: (a) the Licensee's rights under Section 2 end; (b) the Licensee shall cease using the Software; and (c) the Licensee shall uninstall and destroy all copies of the Software and any License Credential in its possession or control and, upon Saluca's request, certify such destruction in writing.
13.5 Nothing in this Section requires an unsafe stop. No obligation to cease use, to uninstall, or to destroy copies requires the Licensee to stop an instance, or a machine it governs, in a manner that would leave equipment in an unsafe state or a person at risk. The Licensee may bring each affected machine to a safe state first, and shall do so within a reasonable period.
13.6 The Licensee keeps its record. Termination does not require the Licensee to delete, surrender, or stop using the audit record its instances wrote, or any export produced from it. Those are the Licensee's, and they remain so.
13.7 Survival. Sections 1, 5, 6, 7, 9.1, 10, 11, 12, 13.4, 13.5, 13.6, 13.7, 14, 15, 16, 17, and 18 survive termination.
14.1 The Software uses standard cryptography and may be subject to U.S. export control laws and regulations, including the Export Administration Regulations ("EAR"), and to economic sanctions administered by the U.S. Office of Foreign Assets Control ("OFAC"), and to comparable laws of other jurisdictions. The Licensee shall comply with all applicable export, re-export, import, and sanctions laws.
14.2 The Licensee represents that it is not located in, organized under, or ordinarily resident in, and will not use or provide the Software to any person in, an embargoed or comprehensively sanctioned jurisdiction, and that it is not a denied, blocked, or sanctioned party. The Licensee shall not use, export, or re-export the Software in violation of applicable law, including for any prohibited end use, or to any embargoed destination or denied party.
The Software and Documentation are "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. If licensed to or on behalf of the U.S. Government, the Software and Documentation are provided with only those rights granted to all other end users under this Agreement, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, and no greater rights are conveyed.
16.1 Why this Section carries more weight here than it usually would. The Software counts nothing and reports nothing (Section 9), and no part of it enforces a Tier or a Deployed Machine count (Section 3). Compliance is therefore established by what the Licensee reports and by the verification rights in this Section, and by nothing else. That is deliberate, and it is the consequence of the commitments in Section 3.
16.2 Self-report. A Licensee holding a Commercial Use License shall, upon Saluca's written request and no more than once in any twelve (12) month period, provide a written statement of the number of Deployed Machines it is governing with the Software, and shall notify Saluca within thirty (30) days where that number exceeds the number stated in the Order. The statement is a count and a certification. It does not require the Licensee to disclose the identity or location of any machine, any part of its audit record, or any of its own data.
16.3 Verification. Saluca may verify the Licensee's compliance with this Agreement by requesting the self-certification in Section 16.2 and, no more than once in any twelve (12) month period, on at least fifteen (15) days' prior written notice and during normal business hours, by conducting an audit of the Licensee's records relevant to license compliance. Any such audit shall be at Saluca's expense unless a material shortfall is found.
16.4 True-up. If verification reveals Commercial Production Use exceeding the Deployed Machine count licensed, the Licensee shall promptly true up and pay the applicable fees and, where the shortfall exceeds five percent (5%) of the Licensee's licensed entitlement, Saluca's reasonable audit costs.
16.5 Audit does not reach the Licensee's data or its record. Any audit shall respect the Licensee's confidentiality and the fact that the Licensee's data and audit record do not leave the Licensee's infrastructure. Audit scope is limited to license-compliance records and metadata. It does not extend to the Licensee's own data, to the audit record its instances wrote, or to any export produced from it, and Saluca will not require production of any of them as a condition of an audit.
16.6 No verification right at Community. Sections 16.2 to 16.4 apply only to a Licensee that holds, or is required to hold, a Commercial Use License. Saluca asserts no reporting or audit right against a Licensee using the Software within Section 2.2.
17.1 This Agreement is governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.
17.2 The parties submit to the exclusive jurisdiction of the state and federal courts located in California for the resolution of any dispute arising out of or relating to this Agreement, consistent with the dispute-resolution provisions of the ToS. Each party waives any right to a jury trial and any right to participate in a class, collective, or representative action with respect to such disputes.
17.3 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
18.1 Relationship to the ToS; precedence. This Agreement supplements the ToS and governs the Licensee's rights in the SalucaOS software itself. In the event of a conflict, the ToS controls for commercial and subscription matters, and this Agreement controls for SalucaOS software-license matters. This Agreement has no effect on any other Saluca product, and no Schedule to the ToS governs SalucaOS.
18.2 Entire agreement (as to the Software). This Agreement, together with the ToS, applicable Orders, the Documentation, and any support or service-level schedule the Parties execute in writing, constitutes the entire agreement regarding the SalucaOS software license and supersedes all prior or contemporaneous understandings on that subject, including any license notice distributed with the source of the Software.
18.3 Assignment. The Licensee may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Saluca's prior written consent; any purported assignment in violation of this Section is void. Saluca may assign this Agreement.
18.4 Notices. Legal notices to Saluca under this Agreement must be sent to legal@saluca.com. Saluca may give notices to the Licensee by email to the address associated with the Licensee's account or subscription, or by posting within the Documentation. Notices are effective upon receipt (or, for email, upon successful transmission). Saluca has no means of giving notice through the Software, because the Software makes no call to Saluca and Saluca cannot reach it (Section 3.4).
18.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions remain in effect.
18.6 Waiver. No waiver is effective unless in writing, and no failure or delay in exercising any right is a waiver.
18.7 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, and failures of the Internet, utilities, or third-party infrastructure.
18.8 No agency. The parties are independent contractors; this Agreement creates no partnership, agency, or joint venture.
18.9 Independent development. Nothing restricts Saluca from independently developing or offering products or services.
18.10 Updates to this Agreement. Saluca may update this Agreement from time to time. Material changes will be effective prospectively upon reasonable notice (for example, by posting an updated version with a new "Last updated" date or by notifying the Licensee), and the Licensee's continued use of the Software after the effective date of an update constitutes acceptance. For any in-term Commercial Use License, changes that materially reduce the Licensee's rights will not apply until the start of the next renewal term. Saluca will not use this Section to introduce a term inconsistent with Section 3, and an updated version of this Agreement that degraded a running instance, added a remote switch, or gated oversight or either export would be inconsistent with it.
Saluca LLC · legal@saluca.com