Ballast End User License Agreement (EULA)
This is a first-pass draft, published here for visibility while it goes through legal review. It has not been reviewed by a lawyer, is not tailored to any specific jurisdiction, and several bracketed fields still need real values (company legal name, governing law, notice address) before it is final. Treat everything below as a draft, not as binding terms yet.
1. Grant of license
Subject to the terms of this Agreement and payment of any applicable fees, [COMPANY LEGAL NAME] ("Licensor") grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Ballast centre and Ballast Manager software (the "Software") in object code (compiled binary) form only, solely for Licensee's own internal business operations, and subject to the entitlement (host/cluster count, feature tier, and support term) recorded in Licensee's signed license token.
The Ballast agent component is licensed separately, under the open-source license published with its source at github.com/halvantic/hyperv-control-plane. This Agreement does not apply to the agent.
2. Restrictions
Licensee shall not, and shall not permit or assist any third party to:
a. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, ideas, or algorithms of the Software, except and only to the extent that applicable law expressly permits such activity despite this restriction, and then only after giving Licensor written notice and a reasonable opportunity to provide the information sought;
b. modify, adapt, translate, or create derivative works based on the Software;
c. remove, obscure, or alter any proprietary notice, label, or mark on or in the Software;
d. rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software or any rights granted under this Agreement to any third party, except as part of a permitted assignment of this Agreement;
e. use the Software to build a competing product or service, or to benchmark the Software for publication without Licensor's prior written consent;
f. circumvent or attempt to circumvent any licensing, entitlement, or metering mechanism in the Software, including altering or forging a license token.
3. Ownership
The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted except those expressly set out in this Agreement.
4. Confidentiality of the Software
Licensee acknowledges that the object code of the Software embodies valuable trade secrets of Licensor. Licensee shall use at least the same degree of care to protect the Software from unauthorised disclosure or use as it uses to protect its own confidential information of similar importance, and in no event less than reasonable care.
5. No warranty; limitation of liability
[Standard AS-IS warranty disclaimer and liability cap — pending counsel input on the cap amount/structure and any jurisdiction-mandated carve-outs, e.g. for gross negligence, which cannot be limited in some jurisdictions.]
6. Term and termination
This Agreement is effective until terminated. Licensor may terminate this Agreement if Licensee materially breaches Section 2 and fails to cure the breach within [30] days of written notice. Sections 2 (as to obligations that by their nature survive), 3, 4, and [X] survive termination.
Termination of support never revokes a cluster entitlement already granted, and never disables or degrades a cluster already under management. An entitlement, once granted, is perpetual; only the paid features and the ability to add further clusters beyond what is entitled are affected by a lapsed support term.
7. Governing law
This Agreement is governed by the laws of [JURISDICTION], without regard to its conflict of laws principles.