RecSys Commercial License Agreement¶

Version: 1.0
Last updated: 2026-02-01

This Commercial License Agreement ("Agreement") is between:

Vendor: PakkaSys, Espoo, Finland ("Vendor"), and
Customer: CUSTOMER_LEGAL_NAME, ADDRESS ("Customer")

This Agreement provides the general terms for Customer’s commercial use of the Software. Specific scope, fees, and entitlements are set out in one or more Order Forms that reference this Agreement.

Document controls¶

Owner: RecSys maintainers (contact@recsys.app)
Last legal/doc review: 2026-02-08
Next review due: 2026-05-08
Order of precedence: signed Order Form > this Agreement > referenced attachments/policies

1. Definitions¶

"Software": The RecSys software identified in an Order Form, including related documentation, and any updates provided by Vendor under this Agreement.
"Commercial Artifacts": Vendor-provided binaries, container images, license files/keys, and related deliverables made available under commercial terms.
"Open Source Components": Components distributed under open-source licenses (e.g., Apache-2.0, AGPLv3) as identified in licensing/index.md or applicable notices.
"Production Deployment": A production environment serving real end-user traffic.
"Tenant": A logically separate recommendation domain (catalog + signals partition) as described in pricing.md or the Order Form.
"Authorized Scope": The entitlements purchased by Customer and specified in the Order Form (e.g., number of tenants, number of production deployments).
"Order Form": A document signed or accepted by Customer and Vendor that references this Agreement and specifies products, scope, term, and fees.

2. Agreement Structure and Order of Precedence¶

2.1. Order Forms are incorporated into and governed by this Agreement.
2.2. In case of conflict, the following order controls: Order Form → this Agreement → referenced policies/attachments.

3. Commercial License Grant¶

3.1. Subject to payment of fees and compliance with this Agreement, Vendor grants Customer a non-exclusive, worldwide, non-transferable license to:

install, run, and use the Commercial Artifacts within the Authorized Scope for Customer’s internal business operations;
run the Software as a network service (including internal SaaS) within the Authorized Scope;
make a reasonable number of copies for backup and internal administrative purposes.

3.2. Modification Rights. Customer may modify the Software for internal use within the Authorized Scope. Customer is not required to disclose modifications under this commercial license.

3.3. Affiliates and Contractors. Customer may permit affiliates and contractors to use the Software solely on Customer’s behalf within the Authorized Scope, provided they are bound by obligations consistent with this Agreement. Customer remains responsible for their compliance.

3.4. No implied rights. All rights not expressly granted are reserved by Vendor.

4. Restrictions¶

Customer must not:

exceed the Authorized Scope (e.g., number of Production Deployments or Tenants) without purchasing an upgrade;
sublicense, resell, rent, lease, or commercially distribute the Software or Commercial Artifacts, except as expressly allowed in an Order Form;
use the Software for OEM/resale or third-party hosting unless explicitly purchased (Enterprise terms).

5. Open Source Components¶

5.1. Open Source Components are governed by their respective open-source licenses.
5.2. This Agreement grants additional permissions for commercial use of the covered components as specified in Order Forms and/or licensing/index.md.
5.3. Nothing in this Agreement limits Customer’s rights under applicable open-source licenses for Open Source Components.

6. Delivery; Updates¶

6.1. Vendor will provide Commercial Artifacts via software repository.
6.2. Updates, if included, are provided during the Term as specified in the Order Form.

7. Fees and Payment¶

7.1. Fees, invoicing, and payment terms are specified in the Order Form.
7.2. Taxes: Customer is responsible for applicable taxes/VAT, excluding Vendor’s income taxes.

8. Support (If Purchased)¶

8.1. Support is provided only if included in an Order Form.
8.2. Support scope, channels, and response targets are specified in the Order Form or an attached Support Policy.

9. Confidentiality¶

Each party may receive the other’s Confidential Information. The receiving party will protect it using reasonable care and use it only to perform under this Agreement.

Confidentiality does not apply to information that is public, independently developed, or rightfully received from a third party.

10. Intellectual Property; Feedback¶

10.1. Vendor retains all IP rights in the Software and Commercial Artifacts, except the rights expressly granted to Customer.
10.2. Customer may provide feedback; Vendor may use feedback without obligation, provided it does not disclose Customer Confidential Information.

11. Warranty Disclaimer¶

EXCEPT AS EXPRESSLY STATED IN AN ORDER FORM, THE SOFTWARE AND COMMERCIAL ARTIFACTS ARE PROVIDED "AS IS". VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Limitation of Liability¶

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.
VENDOR’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. Term and Termination¶

13.1. This Agreement begins on the Effective Date and remains in effect until terminated.
13.2. Each Order Form has its own term.
13.3. Either party may terminate for material breach if not cured within 30 days of written notice.
13.4. Upon termination/expiration of an Order Form, Customer must stop using the Software beyond the scope of remaining active Order Forms.

14. Compliance¶

Customer will comply with applicable laws, including export/sanctions laws, where applicable.

15. Governing Law; Venue¶

This Agreement is governed by the laws of Finland, excluding conflict-of-law rules. Exclusive venue: Helsinki District Court (Helsingin käräjäoikeus).

16. Miscellaneous¶

Assignment, force majeure, notices, severability, waiver, entire agreement.

Signatures¶

Vendor: ___ Date: _
Name/Title: ______

Customer: ____ Date: _
Name/Title: ___