1. Parties and acceptance
The Licensor is deepheap, a business established in the Province of Quebec, Canada. The Licensee is the individual or legal entity that installs, runs, or requests a License Key for the Software. If you accept this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
2. Definitions
- "Software" means the deepheap software in object-code form, including its command-line interface, its Model Context Protocol (MCP) server, and any updates the Licensor provides to you under this Agreement.
- "Documentation" means the user documentation the Licensor makes available for the Software.
- "License Key" means the signed license file that enables use of the Software and records its scope and expiry.
- "Designated User" means the single individual to whom a License Key is issued, or, for an organization, the single named individual entitled to use the Software under that License Key.
- "Evaluation Period" means the period during which the Software is licensed for evaluation under a trial License Key.
3. Grant of license
Subject to your compliance with this Agreement and to a valid License Key, the Licensor grants you a non-exclusive, non-transferable, non-sublicensable license, limited to one Designated User per License Key, to install and run the Software and to use the Documentation, on any computer that the Designated User controls, for the Designated User's own internal use. The Software is licensed, not sold. All rights not expressly granted are reserved by the Licensor.
4. Evaluation
If your License Key identifies the license as an evaluation or trial license (for example, a 30-day trial), your use of the Software is limited to evaluating its suitability for purchase. Evaluation use is provided free of charge, on an "as is" basis, without any warranty and without any support or maintenance commitment, and must not be used in production. The Evaluation Period ends on the expiry recorded in the License Key, after which you must obtain a paid License Key to continue using the Software.
5. Restrictions
Except to the extent that applicable mandatory law expressly permits otherwise notwithstanding this Agreement, you shall not:
- copy the Software except to make one backup copy for archival purposes;
- distribute, publish, rent, lease, lend, sell, sublicense, assign, or otherwise make the Software or a License Key available to any third party;
- modify, adapt, translate, or create derivative works of the Software;
- reverse engineer, decompile, or disassemble the Software, or otherwise attempt to derive its source code;
- disable, circumvent, bypass, defeat, or tamper with, or attempt to do any of these to, any License Key verification, expiry, or enforcement mechanism in the Software, or use the Software without a valid License Key;
- remove, obscure, or alter any proprietary notice, label, or mark on or in the Software or Documentation; or
- use the Software in the operation of any high-risk activity in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage, including the operation of aircraft, nuclear facilities, life-support systems, or other safety-critical systems.
6. Third-party components
The Software includes third-party open-source components that are licensed under their own terms. Those components and their licenses are listed in the THIRD-PARTY-NOTICES.txt file included with the Software. Your use of each such component is governed by its respective license, and nothing in this Agreement limits, or grants rights beyond, any right you have under those open-source licenses.
7. Intellectual property
The Software and Documentation, and all intellectual property rights in them, are and remain the exclusive property of the Licensor and its licensors. This Agreement grants you a license to use the Software; it does not transfer any ownership. All rights not expressly granted to you are reserved.
8. Term and termination
This Agreement takes effect when you first install, run, or request a License Key for the Software, and continues until the expiry of your License Key or until terminated. The Licensor may terminate this Agreement if you commit a material breach that, if capable of cure, you do not cure within thirty (30) days after written notice. On expiry or termination, your license ends and you must stop using and delete or uninstall all copies of the Software in your possession or control. Sections 5, 7, 9, 10, 12, 13, and 15, and any provision that by its nature should survive, survive termination.
9. Disclaimer of warranties
To the maximum extent permitted by applicable law, the Software and Documentation are provided "as is" and "as available", without warranty or condition of any kind, whether express, implied, or statutory, including any implied warranty of quality, merchantability, fitness for a particular purpose, or non-infringement. The Licensor does not warrant that the Software will be uninterrupted or error-free. Nothing in this Section excludes or limits any legal warranty or other right that applicable mandatory law, including the Civil Code of Quebec and, where it applies, the Consumer Protection Act of Quebec, does not allow to be excluded or limited.
10. Limitation of liability
To the maximum extent permitted by applicable law:
- the Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to the Software or this Agreement; and
- the Licensor's total aggregate liability arising out of or relating to the Software or this Agreement shall not exceed the amounts you paid for the Software in the twelve (12) months preceding the event giving rise to the liability.
Nothing in this Agreement excludes or limits the Licensor's liability for: (a) injury caused by an intentional or gross fault, within the meaning of article 1474 of the Civil Code of Quebec; (b) bodily or moral injury; or (c) any other liability that applicable mandatory law does not allow to be excluded or limited. Because evaluation use is provided free of charge, the amount under subsection 2 above may be zero for evaluation Licensees; the carve-outs in this paragraph still apply.
11. Privacy
The Software runs locally and does not collect or transmit telemetry or usage data. To obtain a trial License Key, you may submit your email address through the Licensor's website; that address is used to issue, deliver, and support your license, to protect the licensing service against abuse, and to compile aggregate service statistics, and is handled in accordance with applicable law, including the Act respecting the protection of personal information in the private sector (Quebec). The Licensor's privacy notice, available at https://deepheap.io/privacy (in French at https://deepheap.io/privacy/fr), describes the personal information collected by the licensing website, how long it is kept, and how to request access, correction, or deletion.
12. Governing law and jurisdiction
This Agreement is governed by the laws in force in the Province of Quebec and the laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of the judicial district of Montreal, Province of Quebec. This Section does not deprive a Licensee who is a consumer or an adhering party of the protection of the mandatory rules of the jurisdiction in which they reside, including, for a Licensee in Quebec, the Consumer Protection Act and the Charter of the French Language.
13. Language
This Agreement is published in English and in French. The Licensor furnishes the French-language version to every Licensee and makes it available at https://deepheap.io/eula/fr. For an adhering party resident in, or contracting from, the Province of Quebec, the French-language version is the binding version and governs in the event of any discrepancy between the two versions. For every other Licensee, the English-language version is the binding version. Nothing in this Section limits any right under the Charter of the French Language or other applicable mandatory law.
14. Notices and contact
Notices to the Licensor, and any question about this Agreement, may be sent to support@deepheap.io.
15. General
This Agreement is the entire agreement between you and the Licensor regarding the Software and supersedes any prior understanding on that subject. If any provision is held unenforceable, it shall be limited or severed to the minimum extent necessary, and the remaining provisions stay in effect. A failure to enforce a provision is not a waiver of it. You may not assign this Agreement without the Licensor's prior written consent; the Licensor may assign it in connection with a reorganization, merger, or sale of assets. Headings are for convenience only. Where any provision conflicts with applicable mandatory law, that law prevails to the minimum extent of the conflict and the rest of this Agreement remains in effect.