OpenBot Commercial License Agreement

1. Definitions

1.1 "Software" means the OpenBot software, in source and object code form, in all versions released during the Term.

1.2 "Licensor" means Synthetify Labs spółka z ograniczoną odpowiedzialnością, with its registered office at Trzebunia 513, 32-438 Trzebunia, Poland, registered in the National Court Register under KRS number 0000895882.

1.3 "Licensee" means the legal entity or individual identified in the Order.

1.4 "Commercial Use" means any use of the Software by or on behalf of a legal entity, or by any individual acting in the course of a business, that is not permitted under the Non-Commercial License. This includes use by employees for work, internal business operations, work for clients, and hosting for third parties.

1.5 Two licenses. This agreement is the commercial license for the Software (the "Commercial License"). References in this agreement to "this license" mean the Commercial License. Any use that is not Commercial Use is governed by the PolyForm Noncommercial License 1.0.0 (the "Non-Commercial License"), which applies to that use independently of the Commercial License.

1.6 "Seat" means one slot, purchased under an Order, that is filled by one individual, who may use it on any Server under that Order. A Seat may not be shared. AI agents do not count as Seats.

1.7 "Order" means the order form or online checkout that specifies the number of Seats, the start date of the subscription, the Billing Period, and the Fee. Seats added under clause 2.4 form part of the same Order, at the Fee determined under clause 2.4.

1.8 "Term" means the period from the start date in the Order until the end of the Billing Period in which the last Seat under the Order is cancelled, or the date on which this license is terminated, whichever is earlier.

1.9 "Billing Period" means each period, as selected in the Order, beginning on the start date in the Order, or on a renewal date.

1.10 "OpenBot" means the AI coworker workspace software released by the Licensor, including its agents, tools, and admin panel. "OpenBot" and "Software" are used interchangeably.

1.11 "Competing Product" means a product or service whose primary function is to let users create, run, or coordinate AI agents, and which is offered to third parties, whether for a fee or as part of another product.

1.12 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Licensor.

1.13 "Business day" means any day other than a Saturday, Sunday, or public holiday in Poland.

1.14 "Contributor License Agreement" or "CLA" means the agreement under which the Licensor accepts contributions to OpenBot, as published by the Licensor.

1.15 "Fee" or "Fees" means the amounts payable for Seats under clauses 2.3, 2.4, 2.7, and 2.8.

1.16 "Server" means one instance of the OpenBot application, either running on infrastructure operated by or for the Licensee or on a hosted server purchased from the Licensor under separate terms. A Server stores the workspace data of that instance, including agents, conversations, files, and team data, and runs AI agent tasks. A Server is linked to an Order when it is activated under the administrator account bound to the license.

2. License Grant, Seats, and Payment

2.1 Grant. Subject to payment of the Fees and compliance with this license, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable (except as permitted by clause 5.1), worldwide license during the Term to use the Software for Commercial Use, for the number of Seats purchased. The license covers installing, running, displaying, and storing the Software, and modifying it for the Licensee's own Commercial Use in accordance with clause 6.2.

2.2 Seat assignment. Each Seat is filled by one individual, added by email address to one or more Servers through the admin panel. Only that individual may sign in with the Seat. A Seat may not be shared between individuals. The total number of individuals added to Servers under the Order may not exceed the number of Seats purchased.

2.3 Fees. The Fee per Seat per Billing Period is the amount shown for the selected currency on the Licensor's pricing page at openbot.run/pricing on the date of the Order, subject to clauses 2.4 and 2.7. The Licensee may pay in the currencies offered on that page.

2.4 Adding Seats. The Licensee may purchase additional Seats at any time through the admin panel. Added Seats are billed pro rata from the date they are added, at the Fee shown on the Licensor's pricing page at openbot.run/pricing on that date. To add individuals beyond the total Seats purchased, the Licensee must first purchase additional Seats.

2.5 Reassignment. Individuals are added to a Seat by an invitation. To replace an individual, the Licensee must first remove that individual from every Server under the Order. The Seat is freed only when the individual has been removed from all Servers, and the removed individual then loses access. Only after the Seat is freed may it be assigned to a different individual by a new invitation.

2.6 Cancellation. The Licensee may cancel any Seat at any time. A cancelled Seat remains active and billable until the end of the current Billing Period, after which access ends. No refund is due for the unused part of the Billing Period.

2.7 Price changes. The Licensor may change the Fee for renewal periods by giving at least 30 days' written notice before the renewal date. From that renewal date, all Seats under the Order are billed at the changed Fee. Without such notice, each Seat renews at the Fee that applied to it in the previous Billing Period. A change does not affect the current Billing Period.

2.8 Payment. Fees are payable in advance for each Billing Period. The first Fee is payable immediately on purchase. Each renewal Fee is due on the renewal date. The Licensor charges the payment method on file on the renewal date and issues the invoice for that charge. Fees are exclusive of VAT, which is added where due.

2.9 A hosted server purchased from the Licensor is a separate service governed by separate terms and is not provided under this license. It does not grant a license for Commercial Use. Each individual who signs in to OpenBot for Commercial Use, whether on a hosted Server or a self-operated Server, needs a Seat.

2.10 Changes to this license. The Licensor may update this license. An updated version applies to a Licensee from its next renewal date, after the Licensor has given at least 30 days' written notice. An updated version does not apply to the current Billing Period without the Licensee's written consent.

3. License Verification, Data, and Audit

3.1 License binding. The license is bound to the email address of the Licensee's administrator, as registered at purchase. Access to OpenBot is limited to individuals added to Seats on the Licensee's Servers through the admin panel.

3.2 Data. The Licensor will store the following data about the Licensee:
(a) the administrator email address bound to the license;
(b) company and billing details provided at purchase, including company name, tax identification number, and registered office, together with invoice records. Payment card data is held by the payment provider and is not stored by the Licensor;
(c) the number of Seats purchased;
(d) the number of Seats in use;
(e) the number of connected devices.
The Licensor processes this data as controller, in accordance with its privacy policy published at https://openbot.run/privacy, and only for the purposes of providing the Software, verifying Seats, billing, and support.

3.3 Connection loss. If the license server cannot be reached, the Software continues to operate for 24 hours. After that, new sign-ins are blocked until the license is validated again. Temporary unavailability of the license server is not a breach of this license by the Licensor.

3.4 Circumvention. The Licensee shall not disable, bypass, or alter the license verification, nor use the Software under an account other than the one bound to the license, or for more Seats than purchased.

3.5 Audit. The Licensor may audit the number of Seats used under the Licensee's account. If the audit shows the Licensee has used more Seats than it has purchased, the Licensee shall pay the difference.

3.6 Administrator change. The administrator email bound to the license may be changed only by contacting the Licensor. The Licensee shall submit a written request, including proof that the requester is authorized to act for the Licensee, namely an extract from the relevant company register dated no more than 30 days before the request, and identification of the requesting person. The Licensor will verify the request and complete the change within 3 Business days after receiving all required documents. The Licensor shall delete the submitted documents once verification is complete and shall keep only a record of the date of verification and the outcome. Seats and their assignments are not affected by the change, and the previous administrator loses admin rights when the change takes effect.

3.7 No access to content. OpenBot runs on the Licensee's own infrastructure or on a hosted Server chosen by the Licensee. The Licensor does not receive the Licensee's conversations, files, prompts, or the commands executed by OpenBot. The license check transmits only the data described in clause 3.2. Where hosting is purchased through the Licensor, the Server is operated by a third-party hosting provider. The Licensor has no access to the data stored on it.

4. Support

4.1 Included support. Standard support is included in the Fee for every Seat. It covers reports of defects in the Software and questions about its installation and use, through the channels the Licensor publishes. The Licensor will respond to each support request within 3 Business days.

4.2 Scope. Support does not cover custom development, third-party integrations, or problems caused by modifications made by the Licensee.

5. Restrictions

5.1 Hosting for third parties. The Licensee may host OpenBot, provide OpenBot, or give access to it to third parties as a hosted or managed service. Every individual who signs in to OpenBot through such a service must hold a paid Seat of the Licensee and is billed accordingly.

5.2 Embedding. Embedding OpenBot in a product offered to third parties requires the Licensor's prior written consent.

5.3 Flow-down. Where the Licensee provides OpenBot or access to it under clause 5.1, it shall require each of its customers to agree to terms no less protective of the Licensor than this license, and it remains responsible for its customers' compliance.

5.4 Notices. The Licensee shall not remove, obscure, or alter any copyright, license, or trademark notice in OpenBot.

5.5 No competing products. Except as permitted by clause 5.1, the Licensee shall not, in Commercial Use, use OpenBot to build, train, or operate a Competing Product.

5.6 Seats. In Commercial Use, the Licensee shall not share a Seat between individuals (see clause 2.2).

5.7 Integrations. The Licensee may connect OpenBot to any third-party software it uses in its business, including messaging, collaboration, and other services. Such a connection is not provision of OpenBot to a third party under clause 5.1 provided that OpenBot is not made available through such a connection to the general public or to persons outside the Licensee's organisation.

6. Intellectual Property

6.1 Ownership of the Software. The Licensor owns the Software and all intellectual property rights in it, except for third-party components included in the Software, which are licensed under their own terms. This license grants no rights other than those expressly stated.

6.2 Modifications and contributions. The Licensee owns the modifications it makes to OpenBot. The Licensee may contribute a modification to the Licensor under the Contributor License Agreement, and upon acceptance, the Licensee assigns to the Licensor the copyright in that contribution as provided in the CLA. The Licensor may then use, modify, and distribute the contribution, including under the Non-Commercial License. Modifications that are not contributed may not be distributed to third parties in Commercial Use.

6.3 Trademarks. The Licensee may refer to OpenBot by name to state that it uses OpenBot, provided that it does not alter the name or logo, does not suggest endorsement by the Licensor, and follows the trademark guidelines published at openbot.run/branding, as updated from time to time. All rights in the OpenBot name and logo remain with the Licensor.

6.4 Outputs. "Output" means any text, file, code, data, or other result generated by OpenBot or its agents at the Licensee's instruction. The Licensor does not claim any rights in the Output. The Licensor makes no warranty that the Output is protected by copyright or other intellectual property rights, or that it does not infringe third-party rights. The Licensee is responsible for reviewing and using the Output in compliance with law.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other under this license, including: (a) the Licensee's data and Seat records, and (b) the terms of the Order, the Fees, and any pricing or discount terms agreed between the parties.

7.2 Obligations. Each party shall use the other party's Confidential Information only to perform this license, and shall not disclose it to third parties except to its employees, contractors, and professional advisers who need to know it and are bound by equivalent obligations.

7.3 Exceptions. Clause 7.2 does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it before disclosure, or must be disclosed by law or by a court or authority, provided the receiving party gives the disclosing party prompt notice where legally permitted.

7.4 Licensee data. The Licensor shall process the Licensee's data only as needed to provide the Software, verify Seats, and provide support, in line with clause 3.2.

7.5 Duration. The obligations in this section survive for 5 years after the Term ends.

7.6 Retention of personal data. The Licensor shall delete the Licensee's personal data, including administrator email address and Seat records, within 30 days after the Term ends, except data it must keep for accounting or tax purposes, which it shall keep for the period required by law and data needed to establish, exercise or defend legal claims, which it may keep for the applicable limitation period.

8. Warranty and Liability

8.1 Disclaimer. OpenBot is provided "as is", without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.

8.2 Excluded damages. Neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits, to the extent permitted by law. Nothing in this section limits liability under the General Data Protection Regulation (GDPR) or Polish data protection law. This clause 8.2 does not apply to the indemnity under clause 9.1.

8.3 Liability cap. The Licensor's total liability under this license is limited to the Fees paid by the Licensee in the 12 months before the event giving rise to the claim.

8.4 Licensee obligations not capped. The Licensee's liability for breach of clause 3.4, Section 5, Section 6, Section 7, or clause 12.8, and for its payment obligations under Section 2, is not limited or excluded by this Section 8.

8.5 Exceptions. Clauses 8.1 to 8.3 do not limit liability for intent or gross negligence, for damage to life or health, or for any liability that cannot be excluded under Polish law.

8.6 Licensee responsibility. The Licensee is responsible for the actions taken by its users and agents using OpenBot, and for the results it relies on. The Licensee is responsible for backing up the data stored on its Servers.

8.7 Third-party models. The Licensee may connect OpenBot to AI models or services provided by third parties. The Licensee is solely responsible for those connections and for compliance with the terms of each third-party provider. The Licensor does not provide, and gives no warranty for, those models or services.

9. Indemnification

9.1 Indemnification. Neither party is obliged to indemnify the other party for third-party claims under this license, except that the Licensee shall indemnify and hold harmless the Licensor against third-party claims arising from the Licensee's hosting of OpenBot, from the provision of OpenBot or access to it to third parties under clause 5.1 or 5.2, from Output under clause 6.4, or from any use of OpenBot by the Licensee or its users in breach of this license or applicable law, including claims relating to data processed on the Licensee's Servers. This obligation does not apply to the extent such claims arise from the Licensor's breach of this license.

10. Renewal and Termination

10.1 Term. The Term is defined in clause 1.8. Billing Periods run within the Term as defined in clause 1.9.

10.2 Renewal. Each Seat renews automatically at the end of each Billing Period, unless the Licensee cancels it under clause 2.6. Renewal is subject to any change to the Fee under clause 2.7 and any updated version of this license under clause 2.10.

10.3 Cancellation. Cancellation is governed by clause 2.6.

10.4 Termination for breach. Either party may terminate this license if the other party materially breaches it and does not remedy the breach within 3 Business days after written notice. Non-payment that continues for 7 days after the due date is a material breach.

10.5 Termination by the Licensor. The Licensor may terminate this license on 90 days' written notice, effective at the end of the Billing Period in which the notice period ends.

10.6 Effect of termination. On termination, the Licensee shall stop using OpenBot under this license and shall stop providing access to OpenBot to any third party under clause 5.1, and the Licensor may deactivate the license. If the Licensor terminates this license under clause 10.4, the Licensee is not entitled to a refund of any Fees paid, and Fees due up to the end of the current Billing Period remain payable. This clause does not affect any use governed by the Non-Commercial License. Clause 7.6 applies to personal data.

11. Governing Law and Jurisdiction

11.1 Governing law. This license is governed by the laws of the Republic of Poland, excluding its conflict-of-laws rules.

11.2 Jurisdiction. Any dispute arising from this license shall be resolved exclusively by the Polish common court having jurisdiction over the Licensor's registered office.

12. General Provisions

12.1 Assignment. The Licensee may not assign or transfer this license, in whole or in part, without the prior written consent of the Licensor. The Licensor may assign this license to an Affiliate or to a successor of its business without the Licensee's consent, on written notice.

12.2 Entire agreement. This license, together with the Order and the documents referred to in this license, is the entire agreement between the parties on its subject matter and replaces all prior agreements and understandings about it.

12.3 Notices. Notices under this license must be in writing. Notices sent by email are in writing for the purposes of this license. The Licensor sends all notices to the Licensee by email to the email addresses in the Order. The Licensee shall keep those email addresses up to date. A notice sent by email to the Licensee takes effect when sent. Notices to the Licensor are sent by email to licenses@openbot.run or by registered mail to Trzebunia 513, 32-438 Trzebunia, Poland, and take effect on receipt.

12.4 Severability. If any provision of this license is held invalid or unenforceable, the remaining provisions remain in effect. The parties shall replace the invalid provision with a valid one that comes closest to its commercial purpose.

12.5 No waiver. A failure or delay in exercising a right under this license does not waive that right.

12.6 Order of precedence. If this license conflicts with an Order, this license prevails, unless the Order expressly states otherwise. The relationship between the Commercial License and the Non-Commercial License is governed by clause 1.5.

12.7 Force majeure. Neither party is liable for failure or delay in performing its obligations, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, government action, and widespread failure of public telecommunications or internet infrastructure. The affected party shall notify the other party promptly and make reasonable efforts to resume performance.

12.8 Sanctions and export control. Each party shall comply with applicable sanctions and export control laws. The Licensee shall not use, export, or make available OpenBot in breach of those laws, including to persons or territories subject to sanctions.

12.9 Survival. Clauses 3.5, 3.6, 6, 7, 8, 9, 10.6, 11, and 12 survive the end of the Term, together with any payment obligations accrued before the end of the Term.

12.10 Language. This license is made in English only. No translation is authoritative, and no other language version has legal effect.

13. Acceptance

13.1 Electronic acceptance. The Licensee accepts this license electronically by completing the purchase at checkout, after entering its company name and tax identification number or other company identification number, and ticking a box confirming that the buyer is authorized to bind the Licensee. Acceptance takes effect when the purchase is completed.

13.2 Record. The Licensor records the date and time of acceptance, the company name and identification number entered, the version of this license accepted, and the Order to which it relates. The Licensor will provide a copy of the accepted version to the Licensee on request.

13.3 Authority. The person completing the purchase on behalf of the Licensee represents that they are authorized to bind the Licensee to this license.

13.4 Version. The version accepted is the version published on the date of the Order.

13.5 Business purpose. The person completing the purchase represents that the Licensee acts in the course of its business or profession, that this license is of a professional nature for the Licensee, and that the Licensee is not a consumer within the meaning of the Polish Consumer Rights Act or any equivalent law.