Purpose
This agreement sets out the terms on which the Publisher grants the Customer the right to use and modify the Hivekan software, and how its source code is delivered.
Hivekan is source-available software under a commercial licence. The source code is handed to the Customer, who may read it, audit it and modify it for internal use. It is not free or open-source software: redistribution is prohibited.
Acceptance
The agreement is formed when the Customer ticks the acceptance box on the checkout page and completes payment. That acceptance has the effect of a signature.
The Customer confirms having authority to bind the legal entity on whose behalf the order is placed, where applicable.
Definitions
- Software: the Hivekan application, including its source code, assets, documentation and the updates delivered under article 11.
- Instance: a deployment of the Software reachable at one address and serving one distinct database.
- User: any individual holding an active account on an Instance.
- Internal use: use of the Software for the Customer's own purposes and those of the entities it controls, excluding any provision to third parties.
Grant of licence
Upon receipt of the price in full, the Publisher grants the Customer a perpetual, non-exclusive, non-transferable and non-assignable licence to use and modify the Software, strictly for its Internal use.
This licence is governed by the PolyForm Internal Use License 1.0.0,
reproduced in the LICENSE.md file delivered with the Software. This
agreement sets out the commercial terms without altering that licence; in the event
of a conflict, the licence prevails over any provision that would broaden it.
The licence is perpetual: it is neither a subscription nor a rental, and it does not renew. The Software contains no activation, online check or counting mechanism.
It is granted subject to the resolutory condition of a refund of the price, on any ground whatsoever, including where the refund is decided by Paddle. A refund extinguishes the licence as of right; its effects are set out in article 17.
Permitted scope
For a single Customer, the licence covers:
- one production Instance, plus the test, development and staging Instances strictly necessary to run it;
- an unlimited number of Users, at no extra cost;
- installation on infrastructure of the Customer's choosing - internal network, a third-party host acting on its behalf, or a dedicated machine.
A second production Instance, in particular for a subsidiary running its own data, requires a separate licence at the price then in force.
Rights over the source code
The Customer receives the complete source code of the Software, and may freely:
- read it, audit it, and have it audited by a third party bound by confidentiality obligations equivalent to those of article 18;
- install, deploy and run it on infrastructure of its choosing;
- modify, adapt, fix and extend it for its Internal use;
- keep as many backup copies as it sees fit.
Modifications written by the Customer belong to the Customer. That ownership carries no right over the original Software from which they derive, and does not allow their distribution where such distribution would entail distributing the Software.
Restrictions
The Customer shall not, directly or indirectly:
- distribute, publish, lend, rent, resell or assign the Software or its source code, in whole or in part, in original or modified form;
- grant sub-licences, or transfer the benefit of this agreement, without the Publisher's prior written consent;
- make the Software available to third parties as a service - hosted software, hosting on behalf of others, managed service - nor provide third parties with a service relying on its features;
- commercialise a product derived from the Software or competing with it;
- remove, obscure or alter the intellectual property, copyright or licence notices contained in the Software;
- use the "Hivekan" trade mark, name or logos other than to refer to the Software as supplied.
Giving access to the Software to the Customer's employees, contractors and subcontractors, for the Customer's own purposes, falls within Internal use and is not affected by these restrictions.
On a change of control of the Customer, this agreement continues for the benefit of the successor entity, provided the Publisher is notified in writing within 30 days.
Delivery
The Publisher delivers the Software within 24 working hours of payment, by email to the address given at checkout, as a personal download link together with the installation documentation.
Every copy delivered carries a licence file naming its holder, the version and the delivery reference. The Customer shall not remove it.
Delivery constitutes making available. Installation and operation are the Customer's responsibility, save for assistance agreed and invoiced separately.
Price and payment
The licence price is €590 excluding tax, payable once at checkout. This price is final and entails no subscription or recurring fee.
Payment is processed by Paddle.com Market Ltd as merchant of record. Paddle therefore collects and remits the tax applicable in the Customer's country and issues the corresponding invoice. The tax-inclusive amount is shown before payment.
Businesses in the European Union holding a valid intra-community VAT number fall under the reverse charge: tax is removed at payment.
Right of withdrawal
A Customer acting as a consumer is in principle entitled to fourteen days to withdraw.
As the Software is digital content supplied without a tangible medium, a Customer who places an order expressly requests immediate performance and acknowledges losing the right of withdrawal on first actual download of the Software, in accordance with article L. 221-28 13° of the French Consumer Code. Both statements are collected separately at checkout, and the agreement is confirmed on a durable medium by the delivery email.
Until the Software has been downloaded, withdrawal remains possible and gives rise to a full refund. The trigger is the download, not the sending of the link: what the Customer does, not what the Publisher sends.
A Customer acting for business purposes has no right of withdrawal.
Independently of the right of withdrawal, and whether or not it applies, the Publisher grants a fourteen-day commercial refund guarantee, with no reason and no proof required. It is available to consumers and businesses alike. Its terms and effects are set out in the refund policy, which forms part of this agreement.
Support and updates
The licence includes twelve months of support and updates from delivery:
- fixing of blocking faults, as promptly as possible and without any guarantee of result;
- access to every maintenance and feature release published during the period.
At the end of those twelve months, the Customer keeps indefinitely the right to use the last version received and its source code. Continuing support and updates are optional, at €120 excluding tax per year, with no automatic renewal.
Support does not cover faults resulting from modifications made to the Software by the Customer, nor those attributable to its infrastructure, its configuration or third-party components.
Intellectual property
The Software remains the exclusive property of the Publisher. This agreement grants a right to use and modify it, and transfers no ownership.
Third-party components included in the Software remain subject to their respective
licences, reproduced in the THIRD-PARTY-LICENSES.md file delivered with
the Software.
Warranties
The Publisher warrants that it holds the rights necessary to grant this licence, and that the Software conforms to its documentation as at the delivery date.
It will defend the Customer against any third-party claim based on infringement of intellectual property rights arising from the Software, provided it is notified promptly and involved in the defence.
Apart from these warranties, the Software is supplied "as is". The Publisher does not warrant that it will meet all of the Customer's requirements, nor that it will run without interruption or error.
Statutory warranties of conformity and against latent defects apply as of right to a consumer Customer, and nothing in this article restricts them.
Liability
The Publisher's total liability, on any ground whatsoever, is limited to the amount actually paid by the Customer under article 9.
The Publisher is not liable for indirect damage, in particular loss of data, loss of business, loss of revenue or reputational harm.
As the Software is installed and operated by the Customer on its own infrastructure, it is for the Customer to put a suitable backup policy in place. The Software includes backup and restore functions; actually using them is the Customer's responsibility.
These limitations do not apply in cases of gross negligence or wilful misconduct, personal injury, or where the law sets them aside.
Personal data
As the Software is installed and operated on the Customer's infrastructure, the Customer is the sole data controller under the GDPR for the data it holds there. The Publisher never accesses it: the Software makes no request to the Publisher or to any third-party service.
Should the Customer request support involving access to its data, such access is subject to prior written agreement and to a processing agreement under article 28 of the GDPR.
The data the Publisher processes on its own account is limited to the order details, kept to perform the agreement and to meet its accounting obligations. The Customer exercises its rights by writing to contact@hivekan.com.
Continuity and fallback
Should the Publisher permanently cease trading, or stop selling and maintaining the Software for more than twelve consecutive months with no successor, the licence granted to the Customer automatically converts to the MIT licence for the last version in its possession.
This clause survives termination of this agreement, except where termination results from a breach by the Customer. It benefits only Customers whose licence is in force and whose price is definitively earned by the Publisher - excluding those whose licence has been terminated or whose price has been refunded.
It answers the fair question raised by any purchase from a small vendor. The Customer already holds the source code, so nothing stops; this clause further guarantees unrestricted use of it should the Publisher disappear.
Term and termination
This agreement is entered into for an indefinite term.
The Publisher may terminate it for serious breach by the Customer of article 7, not remedied within 32 days of written notice - in line with the "Violations" clause of the PolyForm Internal Use License 1.0.0.
On termination, the Customer stops all use of the Software and destroys the copies in its possession, with no refund of the price paid. Articles 12, 14 and 18 survive termination.
A refund of the price has the same effects as termination: the licence is extinguished as of right, the Customer stops all use of the Software, destroys the source code and its copies, and confirms this in writing within fifteen days. Software delivered as source cannot be handed back; extinguishing the licence is the only possible counterpart to a refund.
Confidentiality
Each party keeps the other's non-public information confidential, for the term of the agreement and the three years following its end.
The source code of the Software is confidential information of the Publisher. The Customer protects it with the same care as its own confidential information, and gives access only to those who need it for Internal use.
Changes to this agreement
The Publisher may amend this agreement for future orders. The version applying to an order is the one published on this page on the day of the order, identified by its version number and effective date.
No later amendment applies to a licence already acquired. Customers are encouraged to keep a copy of the agreement they accepted; this page is designed to be printed or saved as a PDF.
Governing law and disputes
This agreement is governed by French law.
This English text is a translation provided for convenience. In the event of any discrepancy, the French version prevails. It is available at hivekan.com/cluf/.
In the event of a dispute, the parties will first seek an amicable solution. Failing resolution within thirty days of written notice of the dispute, the matter falls to the courts having jurisdiction under the ordinary rules of law.
A consumer Customer retains the benefit of the mandatory provisions of the law of their country of residence and may bring proceedings before its courts. They may also use a consumer mediation service free of charge.