- 1. Definitions
- 2. Grant of license
- 3. License restrictions
- 4. Ownership
- 5. Termination
- 6. Disclaimer of warranties
- 7. Limitation of liability
- 8. Governing law
- 9. Severability
- 10. Entire agreement
1. Definitions
- "Software" refers to LM-Kit.NET and LM-Kit One, including executable files, libraries, components, server binaries, source code, and associated media and documentation.
- "Licensee" refers to the individual or entity that has agreed to the terms of this EULA.
- "Licensor" refers to LM-Kit, the provider of the Software.
- "Order" refers to the document, placed directly with Licensor or through an authorized reseller, that grants a Professional License and names its scope: the product or products, the applications, deployments or services covered, any scale measures and reporting schedule, the term and the fees.
- "Professional License" refers to the paid license granted by an Order, limited to the scope that Order names.
- "Service Provider Order" refers to an Order that expressly authorizes Licensee to operate the Software for, or expose its capabilities to, the third-party customers that Order names or counts.
- "Subscription" refers to the recurring payment model for the Professional License, requiring annual renewals.
2. Grant of license
The Software requires no activation. The Licensor issues no license key, and the Software performs no license verification at runtime. The tier that applies to the Licensee is determined solely by the criteria below.
Evaluation and development are granted free of charge to any Licensee, with no time limit and no restriction on organization size.
Production use and redistribution are granted free of charge to a Licensee that satisfies all of the following at the time of use: annual gross revenue below $1,000,000 USD; 10 or fewer employees; and no more than $3,000,000 USD received in aggregate from outside sources of capital, including venture capital and private equity. Personal use, education, registered nonprofit organizations and open source projects are granted the same rights free of charge regardless of size. Employees, customers and end users of an application built with the Software are not counted toward the Licensee's employee figure. Production use under this free grant requires a clearly visible acknowledgement of LM-Kit on the product's website or in its documentation.
These criteria are assessed for the Licensee together with its parent, subsidiary and affiliated entities.
Production use is assessed against the entity that owns or commissions the application, or on whose behalf the Software is operated, not against whoever writes the code. A contractor, agency or freelancer building or deploying an application for a client does not extend its own eligibility to that client: the client is the Licensee for production use and must itself satisfy the criteria above or hold a Professional License. Redistribution rights cover end users of a Licensee's own products; they do not cover custom development delivered to a specific client. Operating LM-Kit One is production use by the entity for which the server runs, regardless of who installed it. An operator holding a Service Provider Order is instead the Licensee for the production use of the customers that Order covers; a customer outside that Order remains a Licensee in its own right.
A Licensee that does not satisfy those criteria requires a Professional License for production use and redistribution. A Licensee that ceases to satisfy them keeps the free grant for 90 days from the day it ceased to, so that an Order can be agreed without interrupting production; a Professional License is required from the end of that period. A Professional License is granted by an Order and covers only the product or products, applications, deployments or services named in that Order; a Professional License for one product does not extend to the other. It is subscription-based and must be renewed every year to continue using the Software within that scope. This EULA grants no Professional License by itself. Commercial terms, including pricing, are not set out in this EULA: they are set out in the Order. An Order may set scale measures for its scope and a schedule on which Licensee reports them to Licensor; reporting is made by Licensee, and the Software transmits no usage data to Licensor.
3. License restrictions
The Licensee may not:
- Use the Software to build a product aimed at third-party developers or whose primary purpose is to expose the Software's capabilities: an SDK, library, component, framework, or a general-purpose AI, inference, OCR, document-processing or RAG API or server. Embedding the Software is permitted only as an integrated part of an application that adds substantial functionality of its own. Products and services in this category require a Service Provider Order or another separate agreement with Licensor
- Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software
- Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Software to any third party, except embedded in Licensee's application as permitted by section 2
- Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
4. Ownership
The Software is licensed, not sold. This EULA does not grant Licensee any ownership rights to the Software. All rights, title, and interest in and to the Software, including but not limited to intellectual property rights, are owned by Licensor.
5. Termination
This EULA is effective until terminated. Licensee may terminate this EULA at any time by uninstalling and destroying all copies of the Software.
Licensor may terminate this EULA only if Licensee materially breaches its terms and fails to cure the breach within 30 days of written notice. Upon such termination, Licensee must uninstall and destroy all copies of the Software.
If Licensor elects not to renew a paid Subscription term, Licensee retains a perpetual right to use, and where granted redistribute, the versions of the Software licensed during that term, including within applications already built or distributed, and loses only access to future releases, updates, support and maintenance. Licensor gives at least 60 days' notice before the term ends. No other perpetual right arises under this EULA: the free grant in section 2 ends with the transition period it provides once its criteria are no longer met, and a Professional License applies only while its Subscription is current.
6. Disclaimer of warranties
The Software is provided "AS IS" without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose.
7. Limitation of liability
Licensor shall not be liable for any special, incidental, indirect, or consequential damages whatsoever arising out of the use of or inability to use the Software.
8. Governing law
This EULA shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles.
9. Severability
If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
10. Entire agreement
This EULA constitutes the entire agreement between Licensee and Licensor concerning the Software and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software or any other subject matter covered by this EULA.