Salmex I/O Software Licence Agreement

1. Definitions

In this Agreement, the following terms have the meanings set out below:

"Software"

The Salmex I/O platform, distributed as compiled executable binaries, together with any accompanying documentation, configuration files, and associated materials published by the Licensor. The Software is proprietary and is not open-source software. No source code is provided or made available under this Agreement.

"You" or "Licensee"

The individual or legal entity exercising rights under this Agreement.

"Commercial Use"

Any use of the Software that is primarily intended for, or directed towards, commercial advantage or monetary compensation. This includes, without limitation: use within a for-profit business; use by employees or contractors of a for-profit entity; integration into a product or service offered for sale; and use to generate revenue directly or indirectly.

"Non-Commercial Use"

Use by individuals for personal projects, learning, research, or education; use by registered non-profit organisations; and use by students enrolled in an accredited educational institution.

"Pro Licence"

A paid subscription granting a single individual or entity the right to Commercial Use, as described in Section 4.

"Commercial Licence"

A separately negotiated agreement granting broader Commercial Use rights, including multi-seat deployment, OEM, redistribution, or integration, as described in Section 5.

"Infrastructure Services"

Optional dedicated server rental and related infrastructure services offered by the Licensor, including dedicated CPU and GPU bare-metal servers, remote access services, and any other hosted or managed infrastructure. Infrastructure Services are provided under a separate Infrastructure Services Agreement and are not governed by this Agreement.

2. Grant of Licence

2.1. Subject to the terms of this Agreement, the Licensor grants You a non-exclusive, non-transferable, revocable licence to use the Software in accordance with the tier applicable to Your use case.

2.2. The applicable tier is determined as follows:

2.3. If Your use changes such that a different tier applies, You must upgrade to the appropriate licence within thirty (30) days of the change.

2.4. Infrastructure Services. The Licensor separately offers dedicated server rental and managed infrastructure on which the Software may run. This Agreement governs only Your use of the Software itself. Any Infrastructure Services (including dedicated CPU and GPU bare-metal servers) are provided under a separate Infrastructure Services Agreement, which sets out its own terms regarding access, availability, service levels, acceptable use, and fees. Your use of Infrastructure Services does not alter or extend the rights granted under this Agreement.

3. Free Licence

3.1. The Free Licence grants You the right to:

1. download, install, and run the Software on any number of machines You personally own or control;
2. use all features of the Software without restriction for Non-Commercial Use; and
3. connect the Software to any supported LLM provider using Your own API keys.

3.2. The Free Licence does not require registration, an account, payment, or attribution.

3.3. Under the Free Licence, You may not:

1. use the Software for Commercial Use as defined in Section 1;
2. redistribute, sublicence, or make the Software available to third parties; or
3. remove or alter any proprietary notices, labels, or marks on the Software.

4. Pro Licence

4.1. The Pro Licence grants You all rights of the Free Licence, plus:

1. the right to use the Software for Commercial Use by a single individual or a single legal entity;
2. access to the remote access feature and any other Pro-exclusive features as they become available; and
3. the right to submit prioritised feature requests.

4.2. Scope. The Pro Licence covers one (1) individual or one (1) legal entity. Where the Licensee is a company, the licence extends to employees and contractors of that entity, provided the Software is deployed on infrastructure owned or controlled by the entity.

4.3. Fees. The Pro Licence fee is nine US dollars ($9 USD) per user per month. Fees are non-refundable except as required by applicable law.

4.4. Price changes. The Licensor reserves the right to adjust pricing with not less than sixty (60) days' written notice before the next renewal period.

4.5. Renewal and cancellation. The Pro Licence renews automatically at the end of each billing period. You may cancel at any time; cancellation takes effect at the end of the current billing period. Upon cancellation, Your licence reverts to the Free Licence and all Commercial Use must cease.

4.6. Under the Pro Licence, You may not:

1. redistribute the Software or make it available to third parties outside Your entity;
2. sublicence, resell, or white-label the Software; or
3. use the Software as a component in a product or service offered to others unless covered by a Commercial Licence.

5. Commercial Licence

5.1. A Commercial Licence is required for any use that exceeds the scope of the Pro Licence. This includes, without limitation:

1. multi-seat deployment across an organisation with more than one licensed entity;
2. OEM or embedded use — integrating the Software into a product or service offered to third parties;
3. redistribution — distributing the Software to third parties; and
4. managed service — hosting the Software and providing it as a service to others.

5.2. Commercial Licences are negotiated individually. Terms, pricing, SLAs, and support levels are defined in a separate written agreement between the Licensee and the Licensor.

5.3. To enquire about a Commercial Licence, contact hello@salmex.io.

6. Intellectual Property

6.1. The Software is and remains the exclusive property of the Licensor. This Agreement does not grant You any ownership interest in the Software. All rights not expressly granted herein are reserved by the Licensor.

6.2. The Salmex I/O name, logo, and associated marks are trademarks of Kensington Innovation Labs Limited. You may not use these marks without prior written consent, except as reasonably necessary to identify the Software in accordance with this Agreement.

6.3. The Software is distributed in compiled binary form only. No source code is provided, and nothing in this Agreement grants You any right to access, obtain, or request the source code of the Software.

6.4. The Licensor may, at its sole discretion, publish separate open-source projects under their own respective licences. Any such open-source software is governed exclusively by the licence accompanying that software and is not covered by this Agreement.

7. General Restrictions

7.1. Regardless of licence tier, You may not:

1. reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law that cannot be excluded by contract (including, for Licensees in the EU, the rights under Article 6 of Directive 2009/24/EC);
2. modify, adapt, translate, or create derivative works based on the Software;
3. remove, obscure, or alter any proprietary notices, labels, or marks;
4. use the Software in any manner that violates applicable law or regulation;
5. use the Software to develop a substantially similar or competing product;
6. circumvent or disable any licence-enforcement, copy-protection, or usage-tracking mechanisms in the Software;
7. copy or duplicate the Software except as necessary for reasonable backup purposes; or
8. misrepresent the origin of the Software or claim authorship of the Software.

8. Data and Privacy

8.1. Your data. The Licensor claims no ownership or rights over data You process using the Software. Your data remains Yours.

8.2. Local operation. The Software is designed to run locally on Your infrastructure. The Licensor does not access, collect, or store Your data unless You separately subscribe to Infrastructure Services.

8.3. Third-party services. The Software may connect to third-party LLM providers, search APIs, and other external services using API keys You provide. Your use of those services is governed by the respective provider's terms. The Licensor is not responsible for the data practices of third-party providers.

8.4. Infrastructure Services. If You use Infrastructure Services provided by the Licensor (dedicated server rental), the processing of Your data on that infrastructure will be governed by the Infrastructure Services Agreement, our Privacy Policy, and, where applicable, a Data Processing Agreement.

9. Disclaimer of Warranties

9.1. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2. The Licensor does not warrant that the Software will be uninterrupted, error-free, or free of harmful components. You assume all risk associated with the installation and use of the Software.

9.3. The Licensor does not warrant the accuracy, reliability, or completeness of any output generated by the Software or by any AI model accessed through the Software. AI-generated output may be inaccurate, incomplete, or misleading and should be independently verified before reliance.

9.4. Nothing in this Section 9 excludes or limits any warranty implied by law that cannot lawfully be excluded or limited.

10. Limitation of Liability

10.1. To the maximum extent permitted by applicable law:

1. in no event shall the Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses;
2. the Licensor's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total amount paid by You to the Licensor in the twelve (12) months immediately preceding the event giving rise to the claim; and
3. for Free Licence users, the Licensor's total aggregate liability shall not exceed one hundred US dollars ($100 USD).

10.2. Nothing in this Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law, including the Consumer Rights Act 2015.

11. Indemnification

11.1. You agree to indemnify, defend, and hold harmless the Licensor, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. Your use of the Software in breach of this Agreement;
2. Your use of the Software in violation of applicable law; or
3. any content, data, or output generated through Your use of the Software.

11.2. This indemnification obligation applies only to the extent permitted by applicable law and does not apply to consumers within the meaning of the Consumer Rights Act 2015.

12. Termination

12.1. The Licensor may terminate this Agreement immediately upon written notice if You breach any material term of this Agreement and fail to cure such breach within thirty (30) days of receiving notice of the breach.

12.2. You may terminate this Agreement at any time by ceasing all use of the Software and destroying all copies in Your possession.

12.3. Upon termination for any reason:

1. all rights granted under this Agreement cease immediately;
2. You must stop using the Software and destroy all copies in Your possession or control; and
3. Sections 6, 8, 9, 10, 11, 13, and 14 survive termination.

12.4. Termination of a paid licence does not entitle You to a refund for the current billing period, except as required by applicable law.

13. Governing Law and Jurisdiction

13.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

13.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13.3. If You are a consumer habitually resident in the European Union or the United Kingdom, nothing in this section affects Your statutory rights under applicable consumer protection law, including the right to bring proceedings in the courts of Your habitual residence.

14. General Provisions

14.1. Entire agreement. This Agreement constitutes the entire agreement between You and the Licensor concerning the Software and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

14.2. Amendments. The Licensor may update these terms from time to time. Material changes will be communicated via the Salmex I/O website or through the Software with not less than thirty (30) days' notice. Continued use of the Software after the updated terms take effect constitutes acceptance of the updated terms. If You do not agree to the updated terms, You must cease use of the Software.

14.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.4. No waiver. The failure of the Licensor to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

14.5. Assignment. You may not assign or transfer this Agreement or any rights hereunder without the Licensor's prior written consent. The Licensor may assign this Agreement freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.6. Force majeure. The Licensor shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to natural disasters, war, terrorism, pandemic, labour disputes, governmental actions, or internet service disruptions.

14.7. Third-party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

14.8. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by email to the address associated with Your account (for notices to You) or to hello@salmex.io (for notices to the Licensor).

15. Contact

For questions about this Agreement, commercial licensing enquiries, or to report a breach: