Legal JIM Licence Agreement

1. Definitions

In this Agreement, the following definitions apply:

“Software”

means the software product known as JIM (Junctional Identity Manager), made available by Licensor at github.com/TetronIO/JIM and through any other channel designated by Licensor, including any updates, patches, modifications, enhancements, derivative versions, and accompanying documentation, but excluding any Third-Party Components (defined below).

“Documentation”

means the user, administrator, and developer documentation accompanying the Software, whether published in the Software’s source repository, at docs.junctional.io, or otherwise made available by Licensor.

“Third-Party Components”

means open-source and third-party software incorporated in or distributed alongside the Software, each of which is licensed to Licensee under its own terms as identified in the NOTICE or THIRD_PARTY_NOTICES file accompanying the Software. This Agreement does not modify, supersede, or affect the terms applicable to any Third-Party Component.

“Development and Testing”

means use of the Software for non-production purposes only, including software development, integration testing, evaluation, demonstration (including to prospective customers, partners, and other third parties), training, education, prototyping, proof of concept, and personal learning, in each case where the Software is not used for Production Use.

“Production Use”

means any use of the Software that is not Development and Testing. Without limiting the foregoing, Production Use includes any use of the Software: (a) on which Licensee, any of its customers, or any other third party relies for the conduct of business; (b) that is integrated with Licensee’s live, operational, or customer-facing systems such that any output of the Software is acted upon by any other system or by any user for non-evaluative purposes; or (c) in respect of which Licensee receives, or expects to receive, any form of consideration from any third party.

“Commercial Licence”

means a separate licence granted by Licensor authorising Production Use, on terms to be published by Licensor.

“Source Available”

means the licensing posture under which Licensor publishes the Software’s source code at github.com/TetronIO/JIM for the purposes of inspection, evaluation, modification, and Development and Testing as permitted by this Agreement, without conferring any rights to Production Use, redistribution, sublicensing, hosting for third parties, or any other use not expressly granted herein.

“Connector”

means software that integrates with the Software through its published connector interface, whether developed by Licensor, by Licensee, or by a third party.

“Connector SDK”

means those parts of the Software that Licensor designates in the Documentation as the Connector SDK, comprising the interfaces, base classes, attributes, data-transfer types, and reference helpers necessary to develop a Connector, distributed by Licensor in such form as Licensor specifies from time to time (which may include one or more NuGet packages, reference assemblies, or other distribution mechanisms).

2. Licence Grant

2.1 Development and Testing Licence

Subject to Licensee’s compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide, revocable licence to:

1. access, download, clone, and build the Software’s source code from the channels Licensor has designated;
2. install, run, and use the Software for Development and Testing within Licensee’s organisation;
3. modify the Software’s source code for the purposes of Development and Testing within Licensee’s organisation; and
4. access and use the Documentation in connection with the foregoing.

No fees are payable for the licence granted in this section 2.1.

2.2 Public Source Publication

For the avoidance of doubt: Licensor’s publication of the Software’s source code at github.com/TetronIO/JIM (or any successor location) is a deliberate act by Licensor, made on a Source Available basis. Nothing in section 3 prevents Licensee from referring to, linking to, or citing the publicly published source code. The restrictions in section 3 apply to redistribution of built artefacts, modified versions, hosted instances, repackaged forks, and any other exploitation of the Software, not to ordinary references to the publicly published source.

2.3 Commercial Licence

Production Use is not permitted under this Agreement. Production Use requires a separate Commercial Licence from Licensor. The terms of the Commercial Licence will be published by Licensor in due course. While the Commercial Licence terms are not yet published, Production Use may be permitted on a case-by-case basis under Licensor’s Early Access Programme, which is governed by separate written terms agreed between Licensor and the participating Licensee.

2.4 No Implied Licences

No rights other than those expressly granted in this Agreement are granted by Licensor by implication, estoppel, exhaustion, or otherwise. All rights not expressly granted are reserved.

3. Restrictions

Licensee shall not, and shall not permit any third party to:

1. use the Software for Production Use without a valid Commercial Licence or other written authorisation from Licensor;
2. distribute, sublicense, sell, lease, rent, host for the benefit of any third party, or otherwise make the Software (or any modified version of the Software) available to any third party, except as expressly permitted by this Agreement;
3. remove, alter, or obscure any copyright notice, trade mark, or other proprietary notice in the Software or Documentation;
4. use the Software in violation of any applicable law, including export-control, sanctions, data-protection, or anti-bribery legislation; or
5. assert any patent, copyright, or other intellectual-property claim against Licensor or any other Licensee in respect of the Software or any contribution made to it.

4. Connectors and Derivative Works

4.1 First-party Connectors

Connectors developed and distributed by Licensor form part of the Software and are subject to this Agreement.

4.2 Licensee Connectors and the Connector SDK

A Connector developed by or for Licensee that integrates with the Software through the Connector SDK is the property of Licensee, subject to this section 4.2.

Licensor grants Licensee a non-exclusive, non-transferable, worldwide, royalty-free licence to:

1. reference, incorporate, and use the Connector SDK in such a Connector; and
2. distribute the Connector together with the Connector SDK components on which it depends,

in each case solely for the purpose of enabling that Connector to integrate with installations of the Software that are themselves authorised under a Commercial Licence, this Agreement, or other written authorisation from Licensor.

For the avoidance of doubt:

• This section 4.2 does not extend to any portion of the Software outside the Connector SDK. A Connector that embeds, copies, or incorporates portions of the Software outside the Connector SDK is a derivative work subject to section 4.3.
• A Licensee that distributes a Connector to a third party does not thereby grant that third party any licence to use the Software itself. The third party requires its own licence under this Agreement (for Development and Testing) or a Commercial Licence (for Production Use) in order to run the Software with the Connector.
• A Connector distributed under this section 4.2 must not be represented as a Licensor product or imply Licensor endorsement, and must include any attribution notice Licensor specifies in the Documentation for Connector SDK redistribution.
• Licensor may, in the Documentation or by separate written notice, publish the Connector SDK (or components of it) under different terms more permissive than those in this Agreement. Where Licensor does so, those terms govern that publication of the Connector SDK in preference to this section 4.2.

4.3 Modifications to the Software

Modifications to, or derivative works of, the Software’s source code outside the Connector SDK (including Connectors that embed the Software’s source code outside the Connector SDK) are subject to this Agreement and the restrictions in section 3.

5. Ownership

Licensor retains all right, title, and interest in and to the Software and the Documentation, including all intellectual-property rights. No ownership rights are transferred to Licensee under this Agreement. Licensee owns the rights to its own data, configurations, and any Licensee-created content that does not incorporate the Software’s source code.

6. Third-Party Components

The Software incorporates Third-Party Components. Each Third-Party Component is licensed to Licensee under its own terms.

Licensor identifies the Third-Party Components incorporated in each release of the Software through one or more of the following artefacts published with that release: (a) a Software Bill of Materials (SBOM) in SPDX or CycloneDX format, listing the name, version, supplier, and licence identifier of each Third-Party Component; and (b) a NOTICE, THIRD_PARTY_NOTICES, or equivalent file reproducing the attribution and licence text required by the terms of those Third-Party Components.

Nothing in this Agreement restricts, modifies, or supersedes any rights granted to Licensee under the terms of any Third-Party Component, nor any obligation Licensee owes to the upstream licensor of any Third-Party Component. Licensor makes no warranty in respect of any Third-Party Component.

7. Telemetry and Data Protection

7.1 No Telemetry

The Software does not, by default, transmit usage data, licence-verification signals, or other telemetry to Licensor or any third party. Where any future version of the Software introduces optional telemetry, that telemetry will be disclosed in the Documentation and will be off by default.

7.2 Self-Hosted Operation

The Software is self-hosted by Licensee. Licensor does not access, process, or store any personal data that Licensee loads into, or processes using, the Software, except where Licensee voluntarily provides such data to Licensor (for example in connection with a support request). Where Licensee processes personal data using the Software, Licensee is the controller in respect of that data for the purposes of UK GDPR and equivalent legislation, and Licensor is neither a controller nor a processor.

7.3 Feedback

Where Licensee voluntarily provides Licensor with feedback, suggestions, bug reports, ideas, or other information relating to the Software (“Feedback”), Licensee grants Licensor a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, reproduce, modify, and exploit such Feedback for any purpose, without obligation of confidentiality or compensation. This section does not apply to source-code contributions, which are governed by Licensor’s Contributor Licence Agreement (where in force).

8. Confidentiality

8.1 Confidential Information

“Confidential Information” means information disclosed by Licensor to Licensee that is either (a) marked or otherwise identified by Licensor as confidential, or (b) of a nature that a reasonable recipient would understand to be confidential, including pre-release versions of the Software, draft Documentation, Early Access Programme materials, security advisories not yet publicly disclosed, and Licensor’s commercial terms.

Confidential Information does not include information that is or becomes publicly available other than through Licensee’s breach of this Agreement, was lawfully known to Licensee before disclosure, is independently developed by Licensee without reference to Licensor’s Confidential Information, or is lawfully received from a third party without confidentiality obligation. Source code published by Licensor at github.com/TetronIO/JIM is not Confidential Information.

8.2 Obligations

Licensee shall protect Licensor’s Confidential Information using at least the standard of care it applies to its own confidential information of similar sensitivity, and shall not disclose Confidential Information to any third party without Licensor’s prior written consent, except where disclosure is required by law (in which case Licensee shall give Licensor reasonable prior notice where lawful).

9. Warranties and Disclaimers

The Software is provided “as is” and “as available”, without any warranty of any kind, whether express, implied, statutory, or otherwise, including (without limitation) any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, accuracy, completeness, security, or non-infringement, in each case to the fullest extent permitted by English law.

10. Limitation of Liability

10.1 Inalienable Liability

Nothing in this Agreement excludes or limits Licensor’s liability for: (a) death or personal injury caused by Licensor’s negligence; (b) fraud or fraudulent misrepresentation by Licensor; (c) any other liability that cannot be excluded or limited by English law.

10.2 Excluded Loss

Subject to section 10.1, Licensor shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits; (b) loss of business or business opportunity; (c) loss of revenue; (d) loss of anticipated savings; (e) loss, corruption, or alteration of data; (f) loss of goodwill; or (g) any indirect, incidental, special, consequential, or punitive loss or damage, in each case howsoever arising and even if foreseeable.

10.3 Liability Cap

Subject to sections 10.1 and 10.2, Licensor’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed one hundred pounds sterling (GBP 100). Licensee acknowledges that the Software is provided to Licensee free of charge under this Agreement and that this cap reflects the allocation of risk the parties have agreed in light of the absence of consideration.

11. Term and Termination

11.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this section 11.

11.2 Termination by Licensee

Licensee may terminate this Agreement at any time by ceasing all use of the Software and destroying or permanently deleting all copies of the Software (in source and built form) in Licensee’s possession or control.

11.3 Termination by Licensor for Material Breach

Licensor may terminate this Agreement with immediate effect by written notice to Licensee where Licensee:

1. uses the Software for Production Use without a valid Commercial Licence;
2. breaches sections 3 (Restrictions), 5 (Ownership), or 8 (Confidentiality);
3. infringes or asserts any infringement claim against Licensor’s intellectual-property rights in respect of the Software; or
4. becomes insolvent, enters administration, or ceases (or threatens to cease) carrying on business.

For any other material breach, Licensor may terminate this Agreement by written notice if the breach is not remedied within thirty (30) days of Licensor’s written notice requiring remedy.

11.4 Termination for Convenience

Licensor may terminate this Agreement, or revoke the licence granted in section 2.1, on thirty (30) days’ written notice to Licensee, save where a shorter period is justified to protect Licensor’s legitimate interests.

11.5 Effect of Termination

On termination of this Agreement, Licensee shall: (a) immediately cease all use of the Software; (b) destroy or permanently delete all copies of the Software (in source and built form) in Licensee’s possession or control; and (c) on Licensor’s request, certify in writing that it has done so.

11.6 Notices

Notices under this Agreement may be served by Licensor on Licensee by: (a) email to the last email address Licensee has provided to Licensor; (b) for Licensees not registered with Licensor, publication in the LICENSE file or other prominent location in the Software’s source repository, in which case the notice is deemed served seven (7) days after publication. Notices to Licensor must be sent to [email protected] or to Licensor’s registered office.

11.7 Survival

The following sections survive termination of this Agreement: 1 (Definitions), 5 (Ownership), 6 (Third-Party Components), 7.3 (Feedback), 8 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11.5 (Effect of Termination), 11.6 (Notices), and 13 (General Provisions).

12. Updates to These Terms

Licensor may publish updated terms from time to time, including (without limitation) when the Commercial Licence terms are released or when material legal or regulatory developments require it. Updated terms will be made available at the same channels through which this Agreement is published. Licensee’s continued use of the Software more than thirty (30) days after publication of updated terms constitutes Licensee’s acceptance of the updated terms. Where Licensee does not accept the updated terms, Licensee’s sole remedy is to terminate this Agreement under section 11.2.

13. General Provisions

13.1 Governing Law

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.

13.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.

13.3 Export Control and Sanctions

Licensee shall comply with all applicable export-control, re-export, and sanctions laws and regulations of the United Kingdom, the European Union, the United States, and any other jurisdiction applicable to Licensee’s use of the Software. Licensee represents that it is not located in, organised under the laws of, or controlled by a person ordinarily resident in any country or territory subject to comprehensive trade sanctions imposed by any of the foregoing, and that it does not appear on any sanctions list maintained by any of those authorities.

13.4 Assignment

Licensee may not assign, transfer, charge, sublicense, or deal in any other manner with this Agreement or any of its rights or obligations under it, without Licensor’s prior written consent. Licensor may assign or transfer this Agreement freely, including in connection with a corporate reorganisation, merger, or sale of all or substantially all of Licensor’s business or assets relating to the Software.

13.5 Third-Party Rights

A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This section does not affect any right or remedy of a third party that exists or is available apart from that Act.

13.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, representations, or arrangements, whether written or oral, in relation to that subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, assurance, or warranty other than those expressly set out in this Agreement. Nothing in this section limits or excludes any liability for fraud or fraudulent misrepresentation.

13.7 Amendments

Save as provided in section 12 (Updates to These Terms), this Agreement may only be amended in writing and signed by an authorised representative of each party.

13.8 Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.

13.9 Waiver

No failure or delay by Licensor to exercise any right or remedy under this Agreement constitutes a waiver of that or any other right or remedy.

13.10 Force Majeure

Licensor shall not be liable for any failure or delay in performing any obligation under this Agreement to the extent caused by events beyond its reasonable control.