This is the general form of the licence. The copy inside each product package, LICENCE.txt, is the same licence with that product's name, release and files filled in; where the two differ, the copy supplied with your product governs it.
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Binarymission Technologies Limited, UK ("Binarymission") is authorised by the copyright owner to license the Software.
This licence is an agreement between you (the "Licensee") and Binarymission. It governs the Binarymission software product identified above.
By accepting this licence during purchase, download or installation, or by installing, copying or using the Software, you agree to its terms. If you do not accept them, do not install or use the Software, and request a refund within 30 days of purchase. Payments and refunds are processed by Lemon Squeezy, our merchant of record; contact support@binarymission.co.uk with your order reference. Nothing in this paragraph affects any statutory rights you may have.
1. Definitions
"Software" means the proprietary Binarymission files supplied in this product package and listed in section 2, together with updates to those files supplied to you while your licence includes updates under section 7. Software does not include Third-Party Software identified as being subject to separate licence terms.
"Order" means the purchase record associated with your licence, such as your order confirmation, Lemon Squeezy receipt, invoice or licence-key email. The Order identifies the product, licence tier and number or type of licences purchased.
"Developer" means one individual assigned to a Developer licence who writes, designs, builds or tests software using the Software.
"Organisation" means the individual, company or other legal entity named as the customer on the Order.
"Business Customer" means a Licensee acquiring the Software wholly or mainly for purposes relating to its trade, business, craft or profession.
"Consumer" means an individual acquiring the Software wholly or mainly for purposes outside that individual's trade, business, craft or profession.
"Runtime Files" means the files of the Software that must accompany or be delivered with Your Application for it to operate. Unless Binarymission identifies additional Runtime Files for a particular product, these are:
- for .NET products, the Binarymission .NET assemblies (.dll) supplied in the Assemblies folder and the corresponding assemblies contained in Binarymission-supplied NuGet packages; and
- for Web products, the compiled JavaScript runtime files, for example bmx-components.min.js or bm-treelistview.min.js, and supplied runtime stylesheets, for example bmx-tokens.css.
"Sample Code" means source code expressly identified by Binarymission as sample or demonstration code.
"Wrapper Source" means source code expressly supplied by Binarymission as a framework wrapper for the Software, for example an Angular, React or Vue wrapper.
"Your Application" or "Your Applications" means one or more software applications developed by your licensed Developers that provide primary and substantial functionality of their own beyond the Software. An application may be a desktop, mobile, server, web, cloud-hosted or software-as- a-service application.
"Third-Party Software" means software included or supplied with the product that is owned by a third party and identified as being subject to separate licence terms.
2. Product scope - what this licence covers
This licence covers ONLY the product named above and ONLY the Binarymission files supplied for that product and identified below:
- for a commercial licence, the Binarymission files of the product and edition named on your Order, as listed in the LICENCE.txt supplied in that product's package; and
- for Evaluation Software, the files of the evaluation package you obtained (section 13).
The project-management components (the Gantt chart, the PERT chart, the task board and their scheduling engine) are licensed only by an Order for Hypernova Pro.
It does not license any other Binarymission product, control, component, assembly, NuGet package, JavaScript file or other software, even if you can obtain that software elsewhere, including as part of another product, a larger download or a public evaluation build.
A licence to one Binarymission component does not license another component in the same product family unless your Order expressly says otherwise.
3. Licence grant
Subject to payment in full and compliance with this licence, Binarymission grants you a perpetual, non-exclusive, non-transferable licence as described below.
For each Developer licence stated on your Order, you may assign the licence to one Developer. That Developer may:
- (a)install and use the Software on the computers and development environments used by that Developer;
- (b)use the Software to design, develop, build and test any number of Your Applications;
- (c)store the Software in private source-control, package, artefact, backup and build systems accessible only to licensed Developers and authorised automated systems;
- (d)use the Software through automated build servers, CI/CD agents and deployment systems used for Your Applications; and
- (e)distribute the Runtime Files as part of Your Applications in accordance with section 6.
Automated build servers, CI/CD agents and deployment systems do not count as Developers provided that access to the Software by individuals remains limited to licensed Developers.
A Developer licence may be permanently reassigned to another Developer working for the same Licensee if the previous Developer stops using the Software and removes copies under their control. Developer licences must not be shared, pooled or repeatedly reassigned for the purpose of allowing more Developers to use the Software than the number licensed.
Where the Order specifies an Organisation-wide licence, every Developer employed or engaged by the Organisation named on the Order may use the Software under this licence.
A contractor or consultant covered by an Organisation-wide licence may use the Software only for work performed for that Organisation and receives no right to use the Software for the contractor's own products, another customer or another organisation.
Unless the Order expressly says otherwise, an Organisation-wide licence applies only to the legal entity named on the Order and does not automatically extend to its parent companies, subsidiaries, sister companies or other affiliated organisations.
4. End-user runtime rights
The licence granted by Binarymission is non-sublicensable except for the limited runtime right expressly provided in this section.
You may permit users of Your Applications to use the Runtime Files solely:
- (a)as incorporated into, deployed with or required by Your Applications; and
- (b)for the purpose of using Your Applications.
An end user receives no right to use the Runtime Files independently, to develop software using them, to redistribute them separately or to exercise any Developer rights granted under this licence.
Distribution of Runtime Files does not create a support, licensing or contractual relationship between Binarymission and the end users of Your Applications.
5. Licence tiers
The licence tier is the tier stated on your Order. Unless a product description expressly says otherwise, the Binarymission product files are the same for each commercial tier.
Freelancer / Small Organisation
This tier is available to:
- an individual; or
- an organisation whose total gross revenue and funds raised during the 12 months immediately before the purchase were together less than US$100,000.
Tier eligibility is assessed at the time of each purchase or renewal.
If the applicable threshold is subsequently exceeded, the existing perpetual licence remains valid, but the Standard tier applies to the next purchase or renewal.
Standard
The Standard tier, including products or orders described as Premium, Deluxe or Ultra editions where applicable, may be purchased by an individual or organisation of any size and has no revenue or funding limit.
6. Distributing and deploying your applications
You may distribute or deploy the Runtime Files only as part of Your Applications and only to the extent reasonably necessary for Your Applications to operate.
For .NET products, Runtime Files may be included in application binaries, installers, deployment packages, containers, server deployments and other normal application-delivery mechanisms.
For Web products, Runtime Files may be bundled with or served as application assets for Your Applications, including delivery from your own servers, cloud infrastructure or content-delivery network.
You may use ordinary automated build and deployment processes on Web Runtime Files, including bundling, minification, compression, filename hashing and similar technical transformations required to deploy Your Applications, provided those processes do not turn the Software into a separately reusable development product or expose proprietary source code.
You may deploy Runtime Files as part of a hosted or software-as-a-service application. End users accessing such an application do not count as Developers merely because they use the application.
You must not:
- (a)distribute any file of the Software other than the Runtime Files, Sample Code or Wrapper Source where distribution is expressly permitted by this licence;
- (b)distribute Runtime Files on their own or as, or as part of, a component library, control suite, SDK, framework, template, toolkit, starter kit, marketplace development item or other product whose purpose is to enable others to develop software using them;
- (c)publish the Software as a standalone package or development resource to a public package registry, public source repository, general-purpose public CDN or similar public distribution service;
- (d)make the Software available through an API, service or other mechanism whose purpose is to allow an unlicensed person to use Binarymission component functionality to develop their own software;
- (e)allow anyone who is not a licensed Developer to use the Software for software development;
- (f)distribute a Binarymission NuGet package itself to your end users except where Binarymission expressly identifies that package as redistributable;
- (g)distribute source maps or other materials that expose proprietary Binarymission source code unless Binarymission expressly authorises their redistribution; or
- (h)remove, conceal or alter any copyright, licence, trademark or proprietary notice contained in the Software or Runtime Files.
Paragraph (c) does not prevent ordinary delivery of Runtime Files through a CDN solely as application assets forming part of Your Applications.
You are responsible for supporting Your Applications and their users.
7. Updates, support and renewal
A new licence includes technical support and updates for one year from the purchase date unless your Order states a different period.
During that period, you may use updates and releases of the licensed product that Binarymission makes generally available to customers with an active update entitlement.
An update entitlement does not include:
- a separately named Binarymission product;
- another component that is not included in your licensed product; or
- a successor or additional product that Binarymission expressly designates as requiring a separate licence.
Unless a separate support agreement states otherwise, technical support does not include a guaranteed response or resolution time.
When the included support and update period ends:
- your existing licence does not expire;
- the Software and versions already obtained by you remain licensed under this licence; and
- Your Applications may continue to be developed, used and distributed in accordance with this licence.
An optional renewal extends support and update entitlement for a further period. Renewal is not required merely to continue using versions of the Software that you are already licensed to use.
The availability, pricing and conditions of late renewals may be governed by Binarymission's renewal policy in force at the time of renewal.
8. Samples and framework wrappers
Where the product includes Sample Code or Wrapper Source, you may:
- (a)read and use it in connection with the licensed Software;
- (b)modify it for Your Applications; and
- (c)compile, bundle or incorporate the resulting code into Your Applications.
Sample Code and Wrapper Source must not be redistributed as standalone source code, as a development product, or for use with an unlicensed copy of the Software.
This section does not restrict rights that you may separately have in Third-Party Software under an applicable third-party licence.
9. Source code
Except for Sample Code and Wrapper Source expressly supplied under section 8, this licence grants no rights to the proprietary source code of the Binarymission components themselves.
That proprietary source code is not included with the standard product licence.
Where available, proprietary source code may be supplied only under a separate source-code licence, escrow arrangement or other written agreement with Binarymission. The terms of that separate agreement govern the source code supplied under it.
10. Third-party software
The Software may contain or be supplied with Third-Party Software.
Third-Party Software is licensed under the applicable third-party licence terms identified with it. Those third-party terms govern that Third-Party Software and may grant rights in addition to those contained in this licence.
Nothing in this licence is intended to restrict rights granted to you directly under an applicable open-source or other third-party licence.
11. Licence keys and credentials
Licence keys, activation credentials and private download credentials supplied for the Software are for the Licensee and its authorised Developers.
You must not publish, sell, disclose or provide such credentials to anyone who is not entitled to use the corresponding licence.
This does not prohibit use of a licence or runtime key in Your Application where such use is expressly required by Binarymission's documented licensing or deployment process.
You must take reasonable steps to prevent unauthorised use or disclosure of licence credentials and inform Binarymission if you become aware that a credential has been publicly exposed or materially compromised.
12. Restrictions
Except as expressly permitted by this licence or by applicable law despite this restriction, you must not:
- (a)copy the Software other than as reasonably necessary for the uses expressly permitted by this licence;
- (b)modify or translate the Software, except for modifications to Sample Code and Wrapper Source and permitted Web build transformations under this licence;
- (c)reverse engineer, decompile, disassemble or otherwise attempt to derive the proprietary source code or internal implementation of the Software;
- (d)remove, bypass, disable or interfere with licence-enforcement or activation mechanisms;
- (e)rent, lease, lend, sell, sublicense, transfer or otherwise make the Software or your licence rights available to another person or organisation;
- (f)use the Software or its internal implementation, extracted materials or non-public technical information to create or assist in creating a component, control library, SDK or other software-development product whose primary purpose is to substitute for or reproduce substantial functionality of the Software; or
- (g)assist another person to do anything prohibited by this licence.
Nothing in this section limits any right that applicable law expressly gives you and that cannot lawfully be excluded by agreement.
13. Evaluation software
Software supplied as an evaluation, demonstration or trial build ("Evaluation Software"), including its runtime files ("Evaluation Runtime Files"), may be used for 30 days unless Binarymission specifies a different evaluation period.
Evaluation Software may be used only to assess the product for possible purchase.
You must not:
- use Evaluation Software for production purposes;
- distribute any file from an evaluation package;
- redistribute an application containing Evaluation Runtime Files; or
- circumvent an evaluation period, limitation, watermark or technical restriction.
Purchase of the applicable commercial licence replaces the evaluation restrictions with the rights granted by that commercial licence.
14. Ownership
The Software is licensed, not sold.
Copyright in the proprietary Software is owned by Sundaranarayanan Subramaniam, and Binarymission Technologies Limited is authorised by the copyright owner to license and distribute it.
All copyright, intellectual-property rights and other proprietary rights in the Software that are not expressly granted by this licence remain with their respective owners.
Binarymission and its associated product names, logos and branding remain the property of their respective owners.
No ownership rights are transferred to you under this licence.
15. Termination
Binarymission may terminate this licence if you materially breach it and fail to remedy the breach within 14 days after receiving written notice requiring you to do so.
Binarymission may terminate the licence immediately where the breach:
- (a)involves deliberate unauthorised redistribution or publication of the Software;
- (b)involves deliberate publication, sale or unauthorised sharing of licence credentials;
- (c)materially infringes Binarymission's or the copyright owner's intellectual-property rights;
- (d)involves obtaining or using the Software without paying a required licence fee; or
- (e)is incapable of being remedied.
On termination, you must stop using the Software for development and delete copies of the Software under your control, except for copies that applicable law requires you to retain.
Termination does not affect rights or liabilities that arose before termination.
Copies of Your Applications lawfully distributed to end users before termination may continue to be used by those end users, unless the licence was terminated because those Runtime Files were distributed in breach of section 6 or continued use would itself infringe applicable intellectual-property rights.
16. Warranty and liability
16.1 Consumers
If you are a Consumer, nothing in this licence excludes, restricts or otherwise affects statutory rights or remedies that cannot lawfully be excluded or restricted, including applicable rights concerning digital content.
Any exclusion or limitation in this licence applies to a Consumer only to the extent permitted by applicable law.
Except for statutory rights and any warranty expressly provided by Binarymission, no additional warranty is given.
16.2 Business Customers
If you are a Business Customer, the Software is provided "as is" except for any warranty expressly stated by Binarymission.
To the fullest extent permitted by law, Binarymission excludes all conditions, warranties, representations and other terms that might otherwise be implied by statute, common law or otherwise, including implied terms relating to satisfactory quality, fitness for a particular purpose and non-infringement.
Binarymission does not warrant that the Software will be completely error-free or operate without interruption, or that it will meet every particular requirement of the Licensee.
To the fullest extent permitted by law, Binarymission shall not be liable to a Business Customer for:
- (a)any indirect or consequential loss;
- (b)loss of profits;
- (c)loss of revenue;
- (d)loss of business or business opportunity;
- (e)loss of anticipated savings;
- (f)loss of goodwill or reputation; or
- (g)loss, corruption or restoration of data,
whether arising in contract, tort, including negligence, breach of statutory duty or otherwise, to the extent such liability may lawfully be excluded.
Subject to the liabilities that cannot lawfully be limited, Binarymission's total aggregate liability arising out of or in connection with the Software, the Order or this licence shall not exceed the amount paid by the Licensee for the Binarymission product giving rise to the claim.
16.3 Liabilities that are not excluded
Nothing in this licence excludes or limits liability for:
- (a)death or personal injury caused by negligence;
- (b)fraud or fraudulent misrepresentation; or
- (c)any other liability that applicable law does not permit to be excluded or limited.
17. General
17.1 Entire agreement
This licence, together with the Order and any terms expressly incorporated into it, constitutes the agreement concerning the Software identified on the Order.
If you and Binarymission enter into a separate written agreement signed by authorised representatives of both parties and that agreement expressly conflicts with this licence, the separate written agreement prevails to the extent of that conflict.
The Order identifies matters such as the product, licence tier and licence quantity. It does not otherwise vary this licence unless it expressly states that it does so.
17.2 Earlier releases and future licence terms
This licence does not retrospectively change licence rights validly granted to you under a different licence for an earlier release.
Binarymission may publish revised licence terms for future purchases or future releases. Revised terms do not retrospectively alter rights already granted under this licence unless you and Binarymission agree otherwise.
17.3 Amendments
No amendment to an existing licence agreement is effective unless agreed in writing by both the Licensee and Binarymission.
17.4 Severability
If any provision of this licence is found by a court or other competent authority to be invalid, unlawful or unenforceable, that provision shall be treated as modified to the minimum extent necessary to make it valid and enforceable where legally possible.
If that is not possible, the affected provision shall be treated as deleted.
The remaining provisions continue in force.
17.5 No waiver
A failure or delay by either party in exercising a right under this licence does not waive that right or prevent it from being exercised later.
17.6 Third-party rights
Except for the limited end-user runtime permission described in this licence, a person who is not a party to this licence has no right to enforce its terms.
17.7 Governing law and jurisdiction - Business Customers
If you are a Business Customer, this licence and any dispute or non-contractual obligation arising out of or relating to it are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction over any such dispute.
17.8 Governing law and jurisdiction - Consumers
If you are a Consumer, this licence is governed by the laws of England and Wales, but nothing in this section deprives you of any mandatory protection available under the law applicable to you as a Consumer.
Nothing in this section removes any right that applicable law gives you to bring proceedings in the courts of the country or jurisdiction in which you live.
Binarymission Technologies Limited
Registered in England and Wales: 04583530
Registered office: Apollo House, Hallam Way, Whitehills Business Park, Blackpool, England, FY4 5FS
Email: support@binarymission.co.uk
Website: https://binarymission.co.uk