Sveltware Implementer License v1.2.1 (International)
Copyright (c) 2025 Sveltware Solutions

DEFINITIONS
"Software" means the Odoo modules, source code, documentation, and related materials.
"Licensee" means the implementer or consulting firm purchasing this License.
"Client" means any third party receiving implementation services from the Licensee.
"Production Instance" means a live Odoo database used for business operations.
"Non-Production Instance" means development, testing, staging, training, or backup environments.
"Affiliate" means any entity controlling, controlled by, or under common control with a party.

GRANT OF LICENSE
Subject to this License, Sveltware grants the Licensee a non-exclusive, non-transferable license to: (a) use and modify the Software for unlimited Client implementation projects; (b) deploy the Software on Clients' Odoo instances or provide access via a hosted service operated by the Licensee as part of professional services; and (c) create derivative works solely for Client-specific customizations, in each case subject to the Restrictions.

CLIENT DEPLOYMENT RIGHTS
The Licensee may deliver the Software to Clients for internal business use on Clients' Odoo instances or provide access via a hosted service operated by the Licensee, including production instances and a reasonable number of non-production instances for test, staging, training, and backup.
Additional production instances for the same Client, including multi-region or multi-company, are permitted.
Client Affiliates may use the Software internally if deployed by the Licensee and bound by this License.

HOSTED SERVICE (SAAS) USE
The Licensee may provide access to the Software as part of a hosted service operated by the Licensee for Clients and their authorized users, including multi-tenant environments, provided that the Software and its source code are not distributed to any third party, end users access functionality remotely only, the hosted service is not marketed or offered to the general public as the Software itself for download or resale, and all other Restrictions and confidentiality obligations are observed.

CLIENT OBLIGATIONS (PASS-THROUGH)
For each deployment, the Licensee must include this License, ensure Clients and applicable Affiliates accept the same usage restrictions, use commercially reasonable efforts to promote compliance, and report known violations to Sveltware promptly upon discovery.

RESTRICTIONS
The Licensee shall not publish, redistribute, resell, or sublicense the Software as a downloadable product.
The Licensee shall not upload the Software to public repositories, app stores, or marketplaces.
The Licensee shall not publicly disclose source code or proprietary implementation details.
The Licensee shall not remove or modify notices.
The Licensee shall not use the Software to create a product that is substantially similar in functionality to the Software for Odoo.
The Licensee shall not allow Clients to redistribute or sublicense.

NO REVERSE ENGINEERING
The Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source of any non-source components, nor create derivative works except as expressly permitted in the Grant of License.

SOURCE CODE CONFIDENTIALITY
The Software's source code is confidential and proprietary.
The Licensee will maintain confidentiality, limit access to authorized personnel, provide only the code required to operate on Client instances, keep all notices intact, and not publicly disclose the source code.

COMPLIANCE AND VERIFICATION
The Licensee will keep accurate deployment records for three years.
Sveltware may request a deployment report within fifteen business days only where Sveltware has a reasonable, good-faith basis to suspect a material breach.
No client data, credentials, or source code access is required.
Information provided will be kept confidential.
Failure to provide the report or a confirmed material breach constitutes a material breach of this License.

OWNERSHIP AND RESERVATION OF RIGHTS
Sveltware retains all intellectual property rights in the Software.
No ownership is transferred.
All rights not expressly granted are reserved.
No implied licenses are granted.

NO ASSIGNMENT
This License and any rights hereunder may not be assigned or transferred by the Licensee, whether voluntarily, by operation of law, or otherwise, without Sveltware's prior written consent.

TERMINATION
This License terminates automatically upon a material breach not cured within thirty days of written notice.
Upon termination, the Licensee must cease use and destroy copies.
Existing Client deployments may continue up to sixty days solely for orderly transition with no new deployments.
Confidentiality obligations survive indefinitely.

WARRANTIES AND DISCLAIMERS
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY
IN NO EVENT SHALL SVELTWARE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

AGGREGATE LIABILITY CAP
Sveltware's total aggregate liability arising out of or related to this License shall not exceed the fees paid, if any, by the Licensee for the Software in the twelve months preceding the claim.

REMEDIES
Unauthorized distribution or disclosure may cause irreparable harm for which monetary damages are inadequate.
Sveltware may seek injunctive or equitable relief in any court of competent jurisdiction without posting bond.

GOVERNING LAW AND DISPUTE RESOLUTION
This License is governed by the laws of Singapore.
Any dispute shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre under the SIAC Rules by one arbitrator seated in Singapore, in English.
Judgment on the award may be entered in any court of competent jurisdiction.

EXPORT COMPLIANCE
The Licensee will comply with applicable export control laws and regulations.

SEVERABILITY
If any provision is held invalid or unenforceable, the remainder remains in full force and effect.

ENTIRE AGREEMENT
This License is the entire agreement regarding the Software and supersedes all prior or contemporaneous agreements and understandings.

UPDATES TO LICENSE
Sveltware may update this License for new versions.
Existing deployments remain under their original terms unless the Licensee accepts updated terms.

SURVIVAL
Restrictions, No Reverse Engineering, Source Code Confidentiality, Ownership and Reservation of Rights, No Assignment, Termination to the extent stated, Warranties and Disclaimers, Limitation of Liability, Aggregate Liability Cap, Remedies, Governing Law and Dispute Resolution, Export Compliance, Severability, and Entire Agreement survive termination.