gSage AI SOC Source-Available License 1.0

Summary

• The Licensed Work is source-available, not open source.
• Free use is permitted only for a single legal entity using the Licensed Work for its own internal SOC operations, development, testing, and evaluation, and only up to 10 authorized internal users.
• Use is permitted only for Security Operations Center (SOC) automation and closely related internal cybersecurity operations.
• Use as a SaaS, hosted offering, managed service, MSSP offering, white-label, OEM, sublicensed product, or other commercial offering by anyone other than GuardianKey Cybersecurity or an Authorized Commercial Partner is prohibited.
• Only GuardianKey Cybersecurity and Authorized Commercial Partners may commercially monetize the Licensed Work outside the free internal-use grant.

§1Definitions

For purposes of this License:

1. "Licensor" means GuardianKey Cybersecurity.
2. "Licensed Work" means the software known as gSage AI SOC Automation, including its source code, object code, configuration files, documentation, APIs, tools, connectors, prompts, workflows, user interfaces, schemas, and any modifications made available by Licensor under this License, as well as any individual component or substantial portion of the foregoing.
3. "You" or "Licensee" means the individual or legal entity exercising rights under this License.
4. "Authorized Internal Users" means employees and individual contractors of the same Licensee who are acting solely on behalf of that Licensee for the Licensee's own internal operations. Authorized Internal Users do not include customers, clients, affiliates, parent entities, subsidiaries, sister companies, outsourcing recipients, managed-service customers, or any unrelated third party.
5. "Authorized Internal User Count" means, during any rolling 30-day period, the total number of: (a) distinct natural persons who are granted credentials for, assigned named access to, or otherwise permitted to directly access or use the Licensed Work; and (b) any separately provisioned account, service account, bot account, API credential, automation credential, token, key, or other identity that is permitted to access, invoke, integrate with, or use the Licensed Work. Each natural person counts as one toward the limit regardless of frequency of use, concurrency, role, or number of devices used. Each separately provisioned account, service account, bot account, API credential, automation credential, token, key, or other identity also counts as one toward the limit, including when provisioned for or used by a natural person who already counts separately. Shared accounts are not permitted for purposes of reducing the count.
6. "Internal Use" means use solely for Your own internal business operations and only by Your Authorized Internal Users. Internal Use does not include providing access to the Licensed Work, or to functionality derived from it, to any third party as a service, hosted environment, managed operation, resale, redistribution, outsourcing deliverable, or other commercial offering.
7. "SOC Operations" means internal security operations center and closely related internal cybersecurity workflows, including security event monitoring, threat detection, alert triage, case management, investigation support, incident response, threat hunting, detection engineering, enrichment, and security automation used to protect Your own organization.
8. "Non-Permitted Contexts" means any use outside SOC Operations, including without limitation general-purpose AI assistants, software-development copilots, marketing automation, HR workflows, finance workflows, legal workflows, healthcare workflows, generic customer support, sales operations, or any business process not directly tied to Your own internal cybersecurity operations.
9. "Commercial Offering" means any arrangement in which the Licensed Work, or functionality materially derived from it, is used to generate revenue or other commercial consideration from third parties, including without limitation software licensing, SaaS, hosted software, subscription access, pay-per-use access, managed service, MSSP service, white-label service, OEM distribution, resale, sublicensing, or bundled commercial offerings.
10. "Authorized Commercial Partner" means a third party expressly authorized by GuardianKey Cybersecurity, under a separate written commercial agreement signed by GuardianKey Cybersecurity, to exercise only the commercialization rights expressly granted in that agreement. No person or entity will be deemed an Authorized Commercial Partner by implication, estoppel, course of dealing, channel status, reseller status, partner designation, or public statement alone.

§2Nature of This License

This License is a proprietary, source-available software license. It is not an open source license and does not grant any rights except those expressly stated in this License.

§3Limited Free Internal-Use Grant

Subject to full compliance with this License, Licensor grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

1. copy, run, and internally deploy the Licensed Work;
2. modify the Licensed Work for Your own Internal Use;
3. use the Licensed Work for development, testing, evaluation, and production Internal Use;
4. permit access to the Licensed Work only to Your Authorized Internal Users;
5. use the Licensed Work free of charge only if both of the following conditions are met:
   • Your use is solely for Your own Internal Use in SOC Operations; and
   • Your Authorized Internal User Count does not exceed 10 during any rolling 30-day period.

§4Scope Restriction: SOC Use Only

You may use the Licensed Work only for SOC Operations.

You may not use the Licensed Work, in whole or in part, or any individual module, connector, tool, prompt, workflow, API, interface, schema, or substantial portion thereof, in any Non-Permitted Context.

If there is doubt whether a use case falls within SOC Operations, the use is not permitted unless Licensor expressly authorizes it in writing.

§5Commercial Restrictions and GuardianKey Exclusivity

Except with Licensor's prior written commercial authorization, You may not, directly or indirectly:

1. use the Licensed Work as, or as part of, a Commercial Offering;
2. offer, operate, or enable the Licensed Work as a SaaS, hosted service, cloud service, managed service, MSSP service, service bureau, outsourced SOC platform, or shared platform for third parties;
3. sell, license, sublicense, lease, rent, distribute, redistribute, assign, transfer, commercialize, or otherwise make the Licensed Work available to any third party for consideration;
4. embed the Licensed Work into a commercial product, appliance, OEM offering, marketplace listing, white-label offering, or commercial bundle;
5. use the Licensed Work to provide services to clients, customers, or other third parties, even if the Licensed Work itself is not separately delivered;
6. allow any affiliate, parent company, subsidiary, sister company, customer, client, or partner to rely on Your free-use rights under this License.

Only GuardianKey Cybersecurity and Authorized Commercial Partners may monetize the Licensed Work through SaaS, hosting, managed services, MSSP offerings, OEM arrangements, sublicensing, commercial licensing, or any other Commercial Offering beyond the scope of the free Internal Use granted by this License.

Nothing in this License grants any party status as an Authorized Commercial Partner. Any such status and any related commercialization rights must be granted only in a separate written commercial agreement signed by GuardianKey Cybersecurity.

If You need any rights beyond the free Internal-Use grant, including use above the 10-user limit or any Commercial Offering rights, You must obtain a separate written commercial license from GuardianKey Cybersecurity.

§6No Third-Party Deployment Rights

This License applies only to the specific Licensee exercising rights under it.

The free-use grant does not extend to affiliates, corporate groups, parent entities, subsidiaries, clients, customers, channel partners, consultants acting for multiple clients, or any other third party. A contractor may access the Licensed Work only as an Authorized Internal User acting solely for the benefit of the Licensee and not for any other client or offering.

§7Redistribution and Sharing Limits

You may not distribute the Licensed Work to third parties except as strictly necessary to permit access by Your Authorized Internal Users under Section 3.

If You provide any copy of the Licensed Work internally to an Authorized Internal User, You must preserve this License, all copyright notices, trademark notices, and other proprietary notices.

You may not publish, mirror, fork for public distribution, or otherwise redistribute the Licensed Work for general third-party use without Licensor's prior written permission.

§8Modifications

You may modify the Licensed Work only for Your own Internal Use within the scope of this License.

You may not distribute modified versions of the Licensed Work outside Your organization, and You may not use modified versions to provide any Commercial Offering unless Licensor expressly authorizes that use in writing.

§9Proprietary Rights; No Trademark or Patent License

The Licensed Work is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Licensed Work.

No implied license is granted under any patent, trademark, trade secret, or other intellectual property right except the limited copyright license expressly granted in this License.

This License does not grant You any right to use Licensor's trademarks, logos, trade dress, or brand names except as strictly necessary to preserve this License and required attribution notices in unmodified form.

§10Contributions

If You intentionally submit code, documentation, patches, pull requests, or other contributions to Licensor for inclusion in the Licensed Work, You represent that You have sufficient rights to do so.

Any accepted contribution becomes part of the Licensed Work and, once included, is distributed and governed under this License or under any separate commercial license that Licensor may offer for the Licensed Work.

Unless separately agreed in writing, You retain ownership of Your contribution, but You grant GuardianKey Cybersecurity a perpetual, worldwide, non-exclusive, irrevocable, sublicensable, transferable, royalty-free license to use, reproduce, modify, prepare derivative works of, distribute, display, perform, commercialize, license, sublicense, and otherwise exploit that contribution as part of the Licensed Work and related products or services.

You also grant GuardianKey Cybersecurity a perpetual, worldwide, non-exclusive, irrevocable, sublicensable, transferable, royalty-free patent license under any patent claims that You own or control, but only to the extent necessarily infringed by Your contribution or by the combination of Your contribution with the Licensed Work into which it is intentionally submitted.

You acknowledge and agree that contributions are voluntary and submitted without any expectation of payment, royalty, accounting, attribution beyond Licensor's ordinary project practices, support obligation, disclosure obligation, fiduciary duty, or other compensation from GuardianKey Cybersecurity.

For clarity, GuardianKey Cybersecurity may use contributions in free editions, proprietary editions, commercial licenses, SaaS offerings, managed services, support offerings, and other related commercial or non-commercial offerings without notice or compensation to the contributor, unless separately agreed in writing.

§11Compliance, Termination, and Cure

Any use of the Licensed Work in breach of this License automatically terminates Your rights under this License.

Licensor may, but is not required to, provide written notice of breach and a limited opportunity to cure. Any cure period, if offered, is effective only if provided by Licensor in writing.

Upon termination, You must immediately cease all use of the Licensed Work and destroy or permanently disable all copies in Your possession or control, except to the extent retention is required by law.

Sections 5, 7, 9, 10, 11, 12, 13, 14, and 15 survive termination.

§12Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED WORK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND.

LICENSOR DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, PERFORMANCE, AND THAT THE LICENSED WORK WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

§13Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE LICENSED WORK OR THIS LICENSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE LICENSED WORK OR THIS LICENSE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID LICENSOR FOR THE LICENSED WORK IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD 100.

§14Entire Agreement; No Waiver; Severability

This License is the entire agreement between You and Licensor regarding the Licensed Work unless You have entered into a separate written commercial agreement with Licensor.

Failure by Licensor to enforce any provision of this License will not constitute a waiver of that provision.

If any provision of this License is held unenforceable, the remainder will remain in effect to the maximum extent permitted by law.

§15Governing Law and Forum

This License is governed by the laws of the Federative Republic of Brazil, excluding conflict-of-law rules.

Any dispute arising out of or relating to this License or the Licensed Work will be subject to the courts of Brasília, Federal District, Brazil, unless GuardianKey Cybersecurity elects, at its sole discretion, to bring the matter before another competent court.

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