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Valkyr Labs Source Code Licensing Agreement

Effective Date: 2024-11-12

This Source Code Licensing Agreement ("Agreement") is a legal agreement between you ("User" or "Licensee") and Valkyr Labs Inc. ("Licensor", "We", "Us", or "Our") regarding the use of our proprietary software, including developer tools, AI agents, code generators, key management systems (KMS), and other applications ("Software"). By installing, accessing, or using the Software, you agree to be bound by this Agreement.

1. Scope of Agreement​

This Agreement governs the use of the proprietary source code provided by Valkyr Labs Inc. for authorized, paid-in-full projects. This includes access to developer tools, AI-generated code, KMS, and other associated components. If you are an enterprise or authorized high-end customer, you may receive access to additional proprietary modules, including the full codebase, under specified licensing terms. Any use beyond internal purposes requires adherence to redistribution terms, as outlined herein.

This Agreement covers the core proprietary templates, resources, Docker containers, scripts, documentation, and any file under the src folder in any Valkyr Labs Inc. owned repositories. It does not cover generated projects which may include the core proprietary software only in compiled, non-source code format. You own the copyright to any code you generate and may redistribute generated code in any manner you see fit.

2. License Grant​

We grant you a non-exclusive, non-transferable, revocable license to use the Software solely for internal software development as part of authorized, paid-in-full ValkyrAI projects.

  • Redistribution Rights for Generated Projects: You are permitted to modify, distribute, and deploy the projects generated by ValkyrAI without additional fees, provided the generated projects have dependencies on proprietary Valkyr libraries, which remain subject to this license.
  • Access to Proprietary Modules: Enterprise customers may obtain access to our full codebase, including advanced features such as our proprietary Key Management System (KMS) and other secured modules, for high-trust applications.

3. Restrictions​

  • No Unauthorized Redistribution of Core Code: Redistribution or reproduction of the proprietary source code, libraries, or dependencies included within Valkyr Labs Inc's core framework is strictly prohibited without express written consent from Valkyr Labs Inc. Only modifications and redistribution of the generated output projects are allowed, and even then, proprietary dependencies must be handled per licensing requirements.
  • Contribution to Valkyr Codebase: Contributions to Valkyr Labs Inc.'s codebase, whether by individuals or enterprise developers, are irrevocably transferred to Valkyr Labs Inc. and become its property. These contributions are subject to the terms of this Agreement.
  • No Warranty or Liability: The Software is provided "as is" with NO WARRANTY of any kind in any jurisdiction. We explicitly disclaim all liabilities, including, but not limited to, liabilities for fitness for a particular purpose, loss of income, property damage, or other damages, regardless of cause or severity.

4. Ownership and Intellectual Property​

All rights, including copyright, trademarks, patents, trade secrets, and any inventions or ideas arising from the Software, are retained by Valkyr Labs Inc. All names, logos, symbols, and elements related to Valkyr Labs Inc. are protected trademarks. Unauthorized use, reproduction, or reverse engineering of these elements will be subject to legal action and penalties, including but not limited to injunctions and monetary damages.

5. Termination of Rights​

  • Subscription Termination: If your subscription ends or payments are not fulfilled, Valkyr Labs Inc. will revoke all access to codebases, repositories, and tools. This includes all rights to receive updates, modifications, or new versions of the Software unless you re-subscribe or bring your account into good standing.
  • Post-Termination Use: Upon termination, you must cease all use of the Software and destroy all copies within your possession, including derivative works, except for generated projects that do not include proprietary core components.

6. Permitted Use​

  • Internal Development Only: The source code can be copied and modified strictly for internal development related to ValkyrAI projects that are fully authorized and paid for. Any usage extending beyond this defined scope is expressly prohibited.
  • Generated Projects: You are authorized to modify, deploy, and distribute projects generated by ValkyrAI, provided that the distributed projects continue to comply with any proprietary dependencies' licensing terms.
  • Access to Enterprise Modules: High-end enterprise customers will have access to proprietary modules, including the Key Management System (KMS) and other high-value components, under specialized licensing agreements, subject to stricter confidentiality and usage controls.

7. No Warranty​

The Software is provided "as is", without any warranty of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement. Valkyr Labs Inc. does not guarantee that the Software will meet your requirements or that it will operate without interruption or error. Valkyr Labs Inc. shall not be responsible for any bugs, errors, or defects in the Software.

8. Limitation of Liability​

To the maximum extent permitted by law, Valkyr Labs Inc. will not be liable for any direct, indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of data, loss of profits, business interruption, or any other damages arising out of or related to your use or inability to use the Software. Valkyr Labs Inc. shall not be liable for any damages exceeding the total amount paid by you for the Software in the twelve (12) months preceding the claim.

9. Confidentiality​

  • Confidential Information: You agree to maintain the confidentiality of all proprietary and sensitive information provided by Valkyr Labs Inc., including but not limited to access keys, source code, and proprietary algorithms. Any disclosure of such information without prior written consent will constitute a material breach of this Agreement and may result in immediate termination of rights and additional legal action.

10. Audit Rights​

  • Audit and Compliance: Valkyr Labs Inc. reserves the right to audit your use of the Software at reasonable times to ensure compliance with this Agreement. We will endeavor to provide notice and work cooperatively with you during such audits. Non-compliance discovered during an audit may lead to immediate termination of this Agreement and potential legal action.

11. Governing Law and Dispute Resolution​

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively by the state or federal courts located in San Francisco, California. You agree to submit to the jurisdiction of these courts for the resolution of any disputes.

12. Changes to This Agreement​

We reserve the right to modify this Agreement at any time. You will be notified of any significant changes, and continued use of the Software after such modifications shall constitute your acceptance of the modified terms.

13. Breach and Remedies​

  • Infringement Repercussions: Unauthorized use, distribution, or reproduction of the Software may result in significant repercussions, including but not limited to statutory damages, loss of access to Software, and potential litigation costs.
  • Remedies: In the event of a breach, Valkyr Labs Inc. is entitled to seek injunctive relief, damages, or other legal remedies available under law or equity. The remedies provided herein are cumulative and are not exclusive of any other remedies that may be available.

14. Contact Information​

For inquiries regarding this Agreement, please contact:
Valkyr Labs Inc.
30 Otis Street, Suite 1402
San Francisco, CA 94103
legal@valkyrlabs.com