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COMMERCIAL_LICENSE.MD

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Atlas CMMS Commercial License Agreement

Effective Date: January 8, 2026

This Atlas CMMS Commercial License Agreement (the "Agreement") is a legally binding contract between INTELLOOP LLC ("Licensor") and the individual or entity ("Licensee") who has purchased a license to use the Atlas CMMS software.

This Agreement governs your use of the Atlas CMMS software (the "Software"), for self-hosted deployments on Licensee's own infrastructure. By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software.

Cloud Subscription Notice: Use of Atlas CMMS via Licensor's cloud-hosted service (atlas-cmms.com) is governed by separate Terms of Service, not this Agreement.

Background: Dual Licensing

The Software is offered under a dual-license model. You MUST choose ONE of the following licenses for your use of the Software; you cannot combine rights from both.

  • The GNU Affero General Public License, version 3 (AGPLv3), which is an OSI-approved open-source license. If you choose this license, you must comply with all of its terms, including the provisions regarding source code disclosure for network use.
  • This Commercial License Agreement, which you must purchase from Licensor or an authorized reseller. If you have purchased a Commercial License, the AGPLv3 does NOT apply to your use.

1. Definitions

  • "Software" refers to Atlas CMMS, including all source code, object code, documentation, and related materials provided by Licensor.
  • "Licensee" refers to the individual or legal entity that has purchased a license under this Agreement.
  • "Authorized User" means an employee, contractor, or agent of the Licensee who is authorized to access and use the Software on behalf of the Licensee.
  • "Order Form" means the ordering document or online order process for the purchase of the license, which specifies the license type, term, number of Authorized Users, and fees.
  • "Term" means the period for which the license is granted, as specified in the Order Form (e.g., perpetual or subscription).
  • "Production Use" means use of the Software in a live environment where it is accessed by Licensee's employees, customers, or end-users for actual business operations, as opposed to development, testing, or evaluation purposes.
  • "Deployment" means a single installation instance of the Software on Licensee's infrastructure, whether physical, virtual, or containerized.
  • "Third Party" means any person or entity other than Licensee and its Authorized Users.
  • "Enterprise Features" means the features and functionality designated as commercial or enterprise-only in Licensor's current Feature Matrix, available in the pricing page or as otherwise communicated by Licensor. The Feature Matrix may be updated by Licensor from time to time.

2. License Grant

Subject to the terms and conditions of this Agreement and payment of all applicable fees, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to:

  • 2.1. Use: Install, execute, and use the Software in object code form for Licensee's internal business purposes, including access to Enterprise Features as specified in the Order Form.
  • 2.2. Modify: Modify the source code of the Software for Licensee's internal business purposes only.
  • 2.3. Users: Permit the number of Authorized Users specified in the Order Form to use the Software.
  • 2.4. Ownership of Modifications: Any modifications, enhancements, or derivative works created by Licensee remain the property of Licensee. However, such modifications do not grant Licensee any ownership rights in the underlying Software, which remains the exclusive property of Licensor as stated in Section 4.

3. License Restrictions

Under this Commercial License, Licensee shall not:

  • 3.1. Third-Party Distribution: Distribute, sell, sublicense, rent, lease, or otherwise make the Software available to any Third Party, except as explicitly permitted in Section 3.6 (SaaS Use Rights).
  • 3.2. Public Repositories: Publicly distribute or publish the Software or modifications in a manner that would make it available under open-source terms.
  • 3.3. Remove Notices: Remove or alter any copyright, trademark, or other proprietary notices in the Software.
  • 3.4. Circumvent Licensing: Circumvent, reverse-engineer, or attempt to circumvent any license key or other copy-protection mechanism in the Software.
  • 3.5. Competitive Use: Use the Software to develop, market, or distribute a product or service that competes directly with Atlas CMMS or other products offered by Licensor.
  • 3.6. SaaS Use Rights: Commercial Licensees MAY use the Software to provide internal services to their own customers (e.g., a facilities management company using Atlas to manage client properties), provided that:
    • (a) The Software is not the primary product being sold or marketed;
    • (b) Access is limited to Licensee's direct customers under service contracts;
    • (c) The number of Authorized Users does not exceed the Order Form limits;
    • (d) No sublicensing or redistribution of the Software occurs.
    • For broader SaaS/OEM rights, Licensee must contact Licensor for an Enterprise SaaS License.

4. Intellectual Property Rights

All right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, and other intellectual property rights, are and shall remain the sole and exclusive property of Licensor. This Agreement does not transfer any ownership rights to the Licensee.

5. Term and Termination

  • 5.1. Term: This Agreement shall commence on the date the license is purchased and shall continue for the Term specified in the Order Form.
  • 5.2. Termination for Breach: Either party may terminate this Agreement if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice.
  • 5.3. Effect of Termination: Upon termination, Licensee must immediately cease all use of the Software and destroy all copies in its possession or control.
  • 5.4. Survival: The following sections shall survive termination or expiration of this Agreement: Sections 3, 4, 7, 8.2, 9, 10, and 11.

6. Support and Maintenance

If included in the Order Form, Licensor will provide support and maintenance services in accordance with its then-current Support and Maintenance Policy.

7. Proprietary Information and Trade Secrets

  • 7.1. Acknowledgment of Public Availability: Licensee acknowledges that the source code of the Software is publicly available under the AGPLv3 license via the project's public repository at https://github.com/Grashjs/cmms.
  • 7.2. Non-Public Information: Notwithstanding Section 7.1, Licensor may provide Licensee with certain non-public information in connection with this Agreement, including but not limited to: license keys, activation mechanisms, private documentation, and advance access to unreleased features ("Non-Public Information").
  • 7.3. Confidentiality Obligations: Licensee agrees to maintain the confidentiality of the Non-Public Information and shall not disclose such information to Third Parties without Licensor's prior written consent.

8. Warranty and Disclaimer

  • 8.1. Limited Warranty: Licensor warrants that for a period of ninety (90) days from the date of purchase, the Software will perform substantially in accordance with its documentation.
  • 8.2. Copyright Warranty: Licensor warrants that it is the sole copyright holder of all code within the Software or has otherwise obtained the right to grant the licenses set forth in this Agreement.
  • 8.3. DISCLAIMER: EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA. LICENSOR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Nothing in this Section shall exclude or limit Licensor's liability for: (a) death or personal injury caused by negligence; (b) fraud; or (c) any liability that cannot be excluded or limited under applicable law.

10. Indemnification

  • 10.1. Licensee Indemnification: Licensee shall indemnify, defend, and hold harmless Licensor from any claims or expenses arising out of: (a) Licensee's use of the Software in violation of this Agreement; or (b) claims that Licensee's modifications to the Software infringe third-party rights.
  • 10.2. Licensor Indemnification: Licensor shall indemnify Licensee against claims that the unmodified Software infringes a third-party's valid patent, copyright, or trade secret, provided that Licensee promptly notifies Licensor of such claim and Licensor has sole control of the defense. Licensor's maximum liability under this section shall not exceed the fees paid in the preceding twelve (12) months.

11. General Provisions

  • 11.1. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the Kingdom of Morocco. For international disputes, the parties agree to resolve disputes through good faith negotiation, followed by binding arbitration under the UNCITRAL Arbitration Rules, with arbitration seated in Casablanca, Morocco. Notwithstanding the above, Licensor retains the right to seek injunctive relief in any court of competent jurisdiction.
  • 11.2. Audit Rights: Licensor reserves the right, upon reasonable notice, to audit Licensee's use of the Software to verify compliance with this Agreement. If an audit reveals underpayment of more than five percent (5%), Licensee shall reimburse Licensor for the reasonable costs of the audit.
  • 11.3. Export Compliance: Licensee agrees to comply with all applicable export control laws and shall not export, re-export, or transfer the Software in violation of such laws.
  • 11.4. Entire Agreement: This Agreement, together with the Order Form, constitutes the entire agreement between the parties.
  • 11.5. Severability: If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force.
  • 11.6. Assignment: Licensee may not assign this Agreement without the prior written consent of Licensor.
  • 11.7. Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control.

12. Software Updates and Version Control

  • 12.1. Update Entitlement: Licensees with active Maintenance are entitled to receive all updates and new versions released during the Maintenance period.
  • 12.2. AGPLv3 Version Availability: All versions of the Software released under this Commercial License will also be made available under AGPLv3 simultaneously via the public repository.