Source Code Commercial License

Draft template. Have a qualified lawyer review it before you sell anything. This is a separate agreement from the End User License Agreement: the EULA governs running the software, this governs using the source code. Source customers are bound by both.

1. Scope#

This Agreement covers source code delivered to you by Us, including:

Repository	Contents
precisim-hmi-source	The reference HMI implementation (WPF / MVVM / workflow)
precisim-vision-source	Vision and calibration chain source
precisim-labs	Lab packs and handouts

The virtual device engine (PreciSim.Engine) is excluded and its source is never delivered. It ships as a compiled assembly; its physical models are published in full in the documentation.

2. Grant#

We grant you a non-exclusive, non-transferable licence to:

1. read and modify the source code;
2. compile the source code — including your modifications — into your own products and sell those products, including delivery to your customers;
3. distribute copies of the source code within your organisation, up to the number of seats purchased.

3. Restrictions#

You may not:

1. resell, redistribute or lend the source code itself, or otherwise supply it in source form to a third party (what reaches your customers is a compiled product, not source);
2. publish the source code, including uploading it to a public repository, pasting it in a public forum, or using it in publicly distributed teaching material;
3. use the source code as the basis for a product that is substantially the same in function as the Software and offer that product commercially;
4. remove copyright notices or the LICENSE-COMMERCIAL.md file;
5. circumvent repository access controls, or help an unlicensed party obtain the source.

On clause 3: putting the HMI framework inside your own machine product is allowed — that is the reason we sell source at all. Renaming it and selling it as a competing "virtual device simulation platform" is not.

4. Seats#

• Seats here are counted per natural person with repository access, which is a separate count from the EULA's machine seats;
• each seat corresponds to one Git platform account, bound over OAuth;
• when someone leaves, unbind them in your account and reassign the seat;
• exceeding the seat count is not blocked automatically, but we will get in touch to settle it.

5. Delivery and updates#

• Source is delivered as read-only membership of a private repository, granted automatically once payment clears and a Git account is bound;
• access does not expire: one payment, every future update by git pull, with no end date;
• every version is tagged and released; breaking changes are called out separately in the changelog;
• the source repositories are guaranteed to build from a clean clone, with no dependency on our local environment.

Clause 5, second bullet, is the core commitment of this Agreement. We will not reduce that right for existing customers by any means — new major versions, product line changes or a change of business model included.

6. Refunds and revocation#

Where a refund is granted under the Refund Policy, repository access is revoked at the same time, and you must:

1. delete all copies of the source code held by you and your organisation;
2. stop distributing any product that contains the source code.

Compiled products already delivered to your customers are unaffected and need not be recalled.

7. Confidentiality#

The source code is our trade secret. You will protect it with no less care than you apply to your own trade secrets of comparable importance: access limited to those who need it, access removed when people leave, implementation details kept out of public channels.

We know that source code, once delivered, can leak, and we do not intend to fight that with elaborate mechanisms. This clause exists to state obligations clearly, not to intimidate.

8. Warranty and liability#

The source code is provided "as is". We do not warrant that it is free of defects, fit for your particular purpose, or compatible with your environment.

Our aggregate liability under this Agreement does not exceed the amount you actually paid for the source code.

Products you build with the source code are your responsibility — their quality, safety and regulatory compliance, including any equipment damage, personal injury or production loss they may cause.

9. Term and termination#

This licence runs perpetually from delivery, unless you materially breach clause 3 or clause 7. On termination the deletion duties in clause 6 apply, but products you have already lawfully delivered to customers remain valid.

10. Governing law#

Governed by the laws of the jurisdiction in which We are established. Disputes fall to the courts of that jurisdiction.

Contact: legal@precisim.com