Terms of Service and Startup Commercial License Terms

1. Agreement and authority

These Terms are a binding agreement between OpenE2EE LLC, a Minnesota limited liability company (“OpenE2EE,” “we,” “us,” or “our”), and the person or legal entity using the Services or identified as the licensee in a Startup checkout order (“Customer,” “you,” or “your”). “Services” means the OpenE2EE websites, documentation, console, billing and licensing services, and related communications.

By using the Services, checking the terms box in Stripe Checkout, or purchasing a Startup commercial license, you accept these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it. You must be at least 18 years old and legally capable of entering into this agreement.

A Startup order includes the licensee name, covered product, licensed component, price, billing interval, and the terms URL and version recorded at checkout. Those order details and these versioned Terms form the commercial license agreement. A mutually signed order form controls over conflicting language in these Terms.

2. Website and open-source materials

You may use the public website and documentation for lawful evaluation, development, and business purposes. You may not interfere with the Services, attempt unauthorized access, bypass security controls, misuse another person’s account, or use the Services to violate law or another person’s rights.

Source code and other materials identified as open source are governed by the license included with those materials. For the OpenE2EE Signal Protocol SDK, that is currently the GNU Affero General Public License, version 3 or later (AGPL-3.0-or-later). These Terms do not reduce rights granted by an applicable open-source license. Website descriptions and the licensing overview are summaries; the applicable open-source license, these versioned Terms, or a signed order form controls.

3. Startup commercial license

3.1 License grant

Subject to payment and continued compliance with this agreement, OpenE2EE grants the licensee a limited, non-exclusive, non-transferable (except under Section 10), non-sublicensable license during the paid subscription term to install, reproduce, use, and modify the licensed component, and to distribute it only as incorporated into the covered product, without applying the AGPL to the covered product solely because of that incorporation.

The grant applies only to @open-e2ee/signal-protocol-sdk, only for the single legal entity and single covered product recorded at checkout, and only to rights OpenE2EE owns or is authorized to license. Affiliates, additional products, portfolio use, OEM use, standalone redistribution, and offering the licensed component itself as a hosted development service for third parties require a separate written agreement.

3.2 Restrictions

You may not, outside the covered product:

• sell, sublicense, publish, or distribute the licensed component as a standalone SDK, library, or service;
• make the licensed component available for third parties to build their own products;
• remove or obscure copyright, attribution, trademark, or third-party license notices;
• use OpenE2EE names or marks to imply endorsement or affiliation; or
• use the licensed component in violation of applicable export, sanctions, privacy, or other law.

3.3 Updates and support

During an active term, the license includes generally available updates to the licensed component and reasonable email support through support@open-e2ee.dev. It does not include implementation services, guaranteed response times, security reviews, custom development, or a service level agreement unless stated in a signed order form.

4. Fees, renewal, and cancellation

Startup is billed in advance at $5,000 per year plus applicable taxes. Payments are processed by Stripe. Except where required by law or expressly stated in a signed writing, fees are non-refundable.

Your Startup subscription automatically renews for successive one-year terms until canceled. You may cancel through the Stripe-hosted billing portal before the renewal date. Cancellation takes effect at the end of the then-current paid term; it does not retroactively refund that term. We may change a renewal price by giving at least 30 days’ notice before the affected renewal. If you do not agree, cancel before renewal.

You authorize OpenE2EE and Stripe to charge the payment method on file for each renewal and applicable taxes. You are responsible for accurate billing, licensee, tax, and covered-product information and for keeping payment details current.

5. Ownership and third-party materials

OpenE2EE and its licensors retain all right, title, and interest in the licensed component, Services, documentation, and related intellectual property. Customer retains its rights in the covered product and in Customer modifications, subject to OpenE2EE’s underlying rights in the licensed component. No rights are granted by implication.

The licensed component may contain third-party open-source code. Third-party notices and licenses continue to govern those portions, and this commercial license does not replace or restrict those third-party terms.

If you voluntarily provide feedback, you grant OpenE2EE a perpetual, worldwide, royalty-free right to use it without identifying you or disclosing your confidential information.

6. Customer responsibilities and security

Cryptographic software is one part of a secure system. Customer is responsible for its architecture, implementation, key management, identity and trust model, storage, transport, access controls, testing, regulatory compliance, disclosures to end users, incident response, and independent security review.

You must protect console credentials and promptly notify security@open-e2ee.dev of suspected unauthorized access or a vulnerability. You may conduct good-faith security research consistent with our published security guidance, but may not access other customers’ data or disrupt the Services.

7. Disclaimers and liability

7.1 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND LICENSED COMPONENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OPENE2EE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE, SECURE, OR SUITABLE FOR A PARTICULAR THREAT MODEL.

7.2 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE STARTUP ORDER DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S FRAUD OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

7.3 Customer indemnity

Customer will defend and indemnify OpenE2EE and its personnel from third-party claims, damages, and reasonable costs arising from the covered product, Customer’s data or instructions, or Customer’s violation of law or Section 3.2, except to the extent caused by OpenE2EE’s breach of this agreement.

8. Term and termination

These Terms apply while you use the Services. A Startup commercial license begins when checkout is completed and continues for the paid subscription term. Either party may terminate for a material breach that remains uncured 30 days after written notice. OpenE2EE may suspend or terminate sooner for nonpayment, unlawful use, sanctions risk, or a material security threat.

When the commercial license expires or terminates, Customer must stop new use, development, and distribution of the licensed component under the commercial grant. End users who lawfully received a covered-product version during the paid term may continue using that version, but Customer may not ship new versions containing the licensed component unless it renews, obtains another commercial license, or complies with the applicable open-source license. Accrued payment obligations and Sections 5, 7, 8, 9, and 10 survive.

9. Changes to these Terms

We may update these Terms by publishing a new version with a new effective date. A new version applies to new orders after its effective date. An existing Startup license, including an automatic renewal, remains governed by the version recorded at checkout unless Customer expressly accepts a later version or a change is required by law. A renewal price change made under Section 4 does not by itself replace the recorded terms version.

We will provide reasonable advance notice of material changes that affect an upcoming renewal. Continued use after the effective date governs website use, but a material change to an existing commercial grant requires the acceptance described above.

10. General terms

Customer may not assign this agreement without OpenE2EE’s prior written consent, except with substantially all assets of the covered product in a merger or sale where the assignee agrees in writing to these Terms and is not a competitor of OpenE2EE. OpenE2EE may assign this agreement in connection with a reorganization, merger, sale of the business, or transfer of the licensed component.

Neither party is liable for delay caused by events beyond reasonable control. The parties are independent contractors. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder stays effective. A waiver must be in writing. Headings are for convenience only.

Minnesota law governs, without regard to conflict-of-law rules. The state and federal courts located in Hennepin County, Minnesota have exclusive jurisdiction, and each party consents to that venue. Before filing a claim, the parties will attempt in good faith for 30 days to resolve it through written notice.

These Terms, the recorded Startup order details, and any signed order form are the entire agreement about the Startup commercial license and supersede prior discussions about that subject. Notices to OpenE2EE must be sent to licensing@open-e2ee.dev. We may send operational or legal notices to the email associated with your console or Stripe customer account.