# Octotor License Agreement **Effective date:** 2026-08-17 **Version:** 1.3 **Licensor:** Caprior ("the Licensor") **Software:** Octotor IT operations platform, all editions, all components — including but not limited to the API, web frontend, worker containers, scheduler, alert engine, Goose integration, and bundled toolkit scripts ("the Software") This License Agreement ("Agreement") governs the use of the Software. By installing, copying, accessing, or otherwise using the Software, the Licensee accepts the terms of this Agreement. If the Licensee does not accept these terms, the Licensee must not install or use the Software. --- ## 1. Definitions - **"Licensee"** means the individual or legal entity that has lawfully obtained a copy of the Software. - **"Licensed Instance"** means a single installation of the Software on a single virtual machine, physical machine, or container set under the Licensee's exclusive control, identified by a unique Instance ID. - **"Production Use"** means any use of the Software to manage, monitor, automate, or interact with assets owned, operated, or contracted by the Licensee or its customers, beyond development, testing, evaluation, or training purposes. - **"Commercial Use"** means use of the Software in connection with a paid product, paid service, or paid offering of any kind, whether direct or indirect. - **"Tier"** means the active license tier as recorded in the Software's in-product License page. Tier names (such as Community, Pro, or Enterprise) are marketing labels; the operative entitlements are the numeric and feature limits carried in the license and enforced by the license middleware, not the label itself. - **"Source Code"** means the human-readable form of the Software, including JavaScript, TypeScript, HTML, CSS, shell scripts, PowerShell scripts, SQL migrations, configuration files, and design documents distributed with the Software. --- ## 2. Grant of Use Subject to the Licensee's continuous compliance with this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, revocable (in accordance with §8), worldwide right and license to: a. **Install and run** the Software on Licensed Instances under the Licensee's exclusive control; b. **Use** the Software to manage assets within the limits of the active Tier; c. **Inspect** the Source Code installed on a Licensed Instance for the Licensee's internal purposes, including security review, understanding how the Software operates, compliance verification, and reporting bugs to the Licensor; d. **Configure and extend** the Software via the supported customisation surfaces — custom toolkit scripts, custom alert rules, custom scheduled tasks, and any extension API the Software exposes — for the Licensee's internal use. --- ## 3. Restrictions The Licensee shall NOT, and shall not permit any third party to: a. **Resell, sublicense, distribute, or transfer** the Software, the Source Code, or any portion thereof, in original or modified form, to any third party; b. **Rebrand, white-label, or repackage** the Software for distribution under a different name or marque; c. **Create derivative products** intended to compete with the Software or any of its components, whether commercially or non-commercially; d. **Reverse engineer, decompile, disassemble, or otherwise attempt to derive the underlying algorithms** of the Software, except to the limited extent permitted by applicable law that cannot be excluded by contract; e. **Remove, alter, or obscure** any copyright notice, license notice, attribution, branding, version identifier, or proprietary notice contained in the Software or its documentation; f. **Tamper with, bypass, disable, or modify** the license validation mechanism, tier enforcement middleware, action-password gates, or any other security control of the Software; g. **Use the Software beyond the limits of the active Tier** — including but not limited to asset counts, customer counts, credential counts, custom script counts, custom group counts, user counts, and feature gates as defined by the active Tier and enforced by the license middleware; h. **Use the Software to provide a hosted, managed, or "as-a-service" offering to third parties** unless the active Tier and a separate written agreement with the Licensor explicitly permits Commercial Use of that nature; i. **Extract, copy, retain, or share** the Source Code outside the Licensed Instance — the inspection right granted in §2(c) does not extend to extraction or external distribution. For the avoidance of doubt: using the Software from the Licensee's own Licensed Instances to manage, monitor, and service assets owned or operated by the Licensee's customers — including as part of a paid managed-services offering — is Production Use permitted within the active Tier. Clause 3(h) restricts only offering the Software itself, or hosted access to the Software, as a service to third parties. Backup carve-out: copies of the Software and Source Code contained within routine backups, virtual-machine snapshots, or disaster-recovery images of a Licensed Instance do not breach §3(i), provided such copies are protected to the standard required by §4(c) and are used solely for restoring the Licensed Instance. --- ## 4. Source Code Inspection vs. Reuse The Licensee acknowledges that the Source Code is delivered with the Software for the operational and security reasons set out in §2(c). The Licensee acknowledges that: a. The Source Code is the proprietary intellectual property of the Licensor; b. Inspection of the Source Code on a Licensed Instance does not grant the Licensee any right of reuse, re-implementation, or redistribution of that Source Code or any substantially similar code derived from it; c. The Licensee shall take reasonable measures to prevent unauthorised access to the Source Code on Licensed Instances under the Licensee's control, equivalent to the measures the Licensee uses to protect its own confidential information. --- ## 5. Open-Source Components The Software incorporates third-party open-source components. Each such component is governed by its own upstream license, and nothing in this Agreement modifies, replaces, or supersedes the rights granted to the Licensee under those upstream licenses. The Licensor includes these components in good-faith compliance with their respective licenses; copies of the upstream license texts are bundled with the Software in the relevant directories (e.g. `web/js/vendor/lucide-LICENSE.txt`, `web/fonts/LICENSE.txt`, `node_modules//LICENSE`). The bundled components and their upstream licenses are listed at `https://www.octotor.com/third-party.html`. Full upstream license texts ship with the Software inside the distribution. A version-pinned component inventory for an installed release is available to licensees and prospective customers on request — `security@octotor.com`. ### 5.5 Notes on compliance and modifications - The Licensor preserves the upstream license texts and copyright notices of all components listed above; these notices must not be removed or obscured (see §3(e)). - Where a component's upstream license requires that source modifications be made available (e.g. components under copyleft terms), the Licensor either uses the component unmodified or makes the modified source available on request to `licensing@octotor.com`. - The published list is descriptive, not exhaustive — additional transitive dependencies are listed in `node_modules//LICENSE` inside each container, and a dependency listing for the installed release may be generated in place by the Licensee. - For reproducible builds, the Debian apt sources of the container images are pinned to a fixed `snapshot.debian.org` timestamp, so the exact tested package revisions remain retrievable even after Debian rotates a security revision off the live mirror. - The license-validation mechanism — Ed25519 signature verification of the machine-bound license token — is first-party software authored by the Licensor. It is not a third-party or open-source component and is not covered by any of the upstream licenses listed above. Tampering with it is prohibited under §3(f). --- ## 6. Tier Limits The active Tier — commonly labelled Community, Pro, or Enterprise — is recorded in the Software's in-product License page and enforced by the license middleware. The Tier label is descriptive; a Tier's actual entitlements are the numeric and feature limits carried in the license itself, as documented at `docs/LICENSING.md` in the Software distribution, and these may evolve between Software versions. Use of the Software beyond the limits of the active Tier is a breach of §3(g). For a paid license, the operative entitlements are those carried in the Licensee's signed license file at the time of purchase, and they remain fixed for the paid term — upgrading the Software does not alter them. Evolution of the documented tier matrix applies to new purchases and renewals, not to a license already in force. Reissue and rehosting: a license is bound to its Licensed Instance. If the instance is lost or rebuilt — hardware failure, migration, or disaster recovery — the Licensor will reissue the license for the replacement instance at no additional charge, on request to `licensing@octotor.com`, normally within one business day. Expiry: on expiry of a paid term (after any grace period indicated in-product), the Software enters a read-only state — the Licensee's data remains visible and exportable, while write and execution functions are suspended until a valid license is applied. A copy of the Software in **Community Tier** may be used without payment for evaluation, development, testing, training, and small-scale Production Use within the Community Tier limits. **Pro Tier and Enterprise Tier require a separate commercial agreement** with the Licensor. --- ## 7. Updates and Support The Licensor may, at its discretion, release updates, upgrades, or new versions of the Software ("Updates"). The Licensee's right to receive Updates is governed by the Licensee's active commercial agreement with the Licensor. The Licensor is under no obligation to provide Updates, support, or any maintenance for Community Tier installations beyond what the Licensor publishes publicly. --- ## 8. Termination This Agreement is effective until terminated. The Licensee may terminate it at any time by uninstalling the Software and destroying all copies of the Software and Source Code in the Licensee's possession or control. The Licensor may terminate this Agreement immediately upon written notice if the Licensee materially breaches any term of this Agreement. Upon termination by either party: a. The Licensee's right to install, run, or use the Software ceases immediately; b. The Licensee shall, within thirty (30) days, uninstall the Software from all Licensed Instances and destroy all copies of the Software and Source Code under the Licensee's possession or control; c. The restrictions in §3 and §4 survive termination. Termination does not affect the Licensee's ownership of its own data. The contents of the Licensee's database — asset records, attribute history, job output, and audit records — belong to the Licensee and may be exported and retained without restriction. The destruction obligation in (b) covers the Software and Source Code, not the Licensee's data. --- ## 9. Disclaimer of Warranty THE SOFTWARE IS PROVIDED **"AS IS"**, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. --- ## 10. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR'S TOTAL CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT — REGARDLESS OF THE FORM OR THEORY OF ACTION — SHALL NOT EXCEED THE TOTAL FEES PAID BY THE LICENSEE TO THE LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. --- ## 11. Governing Law and Jurisdiction This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with **the laws of the State of Israel**, without regard to its conflict-of-laws principles. The Licensee and the Licensor irrevocably submit to the exclusive jurisdiction of the competent courts of **Haifa, Israel** for the resolution of any such dispute. --- ## 12. Entire Agreement This Agreement, together with any commercial agreement signed between the Licensee and the Licensor, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral. No modification of this Agreement is binding unless in writing and signed by both parties. --- ## 13. Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. --- ## 14. Contact Licensing inquiries, commercial agreement negotiations, and notices under this Agreement should be sent to: **Caprior** licensing@octotor.com --- © 2026 Caprior. All rights reserved. Octotor and the Octotor logo are trade names and unregistered trademarks of Caprior. All rights reserved.