# FExec Proprietary License

**Version 1.0**

Copyright © TBSS Ltd. All rights reserved.

This License governs use of the software known as "fexec" (Secure Execution Gateway), including all associated compiled libraries, Python wheels, Docker/Podman images, and related distributed artifacts (the "Software"), made available by TBSS Ltd ("Licensor"). By installing, copying, or otherwise using the Software, you ("Licensee") agree to be bound by the terms of this License.

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## 1. Definitions

**"Software"** means the compiled and packaged forms of fexec distributed by Licensor, including Python wheels and container images, together with any accompanying documentation.

**"Distributed Source"** means the source code that is compiled or packaged into the published Software artifacts. Distributed Source excludes test suites, build scripts, CI/CD configuration, internal tooling, and any other material not directly compiled or packaged into the published artifacts.

**"Commercial Use"** means any use of the Software, directly or indirectly, in connection with a for-profit or revenue-generating activity, including without limitation:

(a) use by, or on behalf of, any business, employer, contractor, or organization operating for profit;

(b) use that reduces, avoids, or displaces cost, time, labor, or resources that would otherwise be incurred by such an entity — including (without limitation) computing/hosting costs, employee time, or operational overhead;

(c) use in the delivery, support, or provision of products or services to third parties, whether or not a separate fee is charged for the Software itself;

(d) any use from which the Licensee or an affiliated organization derives monetary benefit, cost savings, or competitive advantage.

Use by an individual for personal, non-organizational purposes — research, learning, testing, or hobby projects — with no nexus to (a)–(d) above, does not constitute Commercial Use.

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## 2. Grant of License

Subject to the terms of this License, Licensor grants Licensee a non-exclusive, non-transferable, revocable, worldwide license to install and use the Software for any purpose, free of charge, except for Commercial Use, which requires a separate agreement under Section 3.

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## 3. Commercial License Requirement

Commercial Use of the Software requires a separate written agreement with Licensor. Such agreements may be granted with or without fee, and on such terms, at Licensor's sole discretion. Licensee must obtain this agreement prior to any Commercial Use.

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## 4. No Source Code / No Derivative Rights

No source code is provided under this License by default. Any disclosure of source code is solely at Licensor's discretion under Section 5, and does not grant any right to create derivative works, modify, or redistribute the Software or any part of it, except as expressly stated in this License.

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## 5. Security Review Access

Licensor may, at its sole discretion, provide a Licensee with the Distributed Source solely for the purpose of independent security review, vulnerability assessment, or compliance auditing ("Security Review"). Any Distributed Source so provided remains subject to this License and any additional confidentiality terms Licensor may impose in writing at the time of disclosure.

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## 6. Restrictions

Except (i) as expressly permitted under Section 5 (Security Review), or (ii) to the extent an applicable mandatory law grants Licensee a right that cannot be excluded by contract (including, without limitation, rights of interoperability under the EU Software Directive 2009/24/EC, Article 6, where applicable), Licensee shall not, and shall not permit any third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Software;

(b) use any Distributed Source or information obtained during a Security Review to build, market, or distribute a competing product, or to replicate the Software's functionality;

(c) disclose Distributed Source to any party not authorized in writing by Licensor;

(d) sublicense, rent, lease, sell, or otherwise transfer rights in the Software to any third party;

(e) remove, obscure, or alter any copyright, trademark, or other proprietary notice contained in the Software.

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## 7. Intellectual Property

Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. No ownership rights are transferred to Licensee under this License.

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## 8. Termination

(a) This License terminates automatically and immediately, without notice, upon any breach of Section 6 (Restrictions) or any unauthorized Commercial Use.

(b) For any other breach, Licensor will provide written notice describing the breach. Licensee has 15 days from the date of such notice to cure it. If uncured at the end of that period, this License terminates automatically.

(c) Upon termination for any reason, Licensee must immediately cease all use of the Software and destroy or return all copies in its possession, including any Distributed Source received under Section 5.

(d) Sections 1, 4, 6, 7, 9, 10, 11, and 12 survive termination of this License.

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## 9. Warranty Disclaimer

The Software is provided "AS IS," without warranty of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensor does not warrant that the Software will be error-free or uninterrupted.

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## 10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or in connection with this License or the use of the Software, even if advised of the possibility of such damages. This limitation does not apply to liability that cannot be excluded or limited under applicable law (e.g., liability for fraud or death or personal injury caused by negligence).

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## 11. Governing Law and Dispute Resolution

This License is governed by and construed in accordance with the laws of England and Wales, without regard to conflict-of-law principles.

Any dispute arising out of or in connection with this License, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed to be incorporated by reference into this clause. The seat of arbitration shall be London, England. The language of the arbitration shall be English.

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## 12. Miscellaneous

**Entire Agreement.** This License constitutes the entire agreement between the parties with respect to the Software and supersedes all prior agreements, whether written or oral, relating to its subject matter.

**Severability.** If any provision of this License is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

**No Waiver.** Failure by Licensor to enforce any provision of this License shall not be deemed a waiver of future enforcement of that or any other provision.

**Assignment.** Licensee may not assign or transfer this License without Licensor's prior written consent. Licensor may freely assign this License in connection with a merger, acquisition, or sale of assets.

**License Versions.** Licensor may publish updated versions of this License. Each release of the Software is offered under the version of this License current as of that release's publication date, and that version continues to govern Licensee's use of copies already lawfully obtained, notwithstanding any later change to this License. Licensor may, but is not obligated to, offer migration to a later License version for previously distributed copies.

**Notices.** Any notice required under this License shall be given in writing to the contact details designated by each party.
