Software License Agreement
Last updated: March 26, 2026 · Effective: March 26, 2026
1. License Grant
Subject to the terms of this Agreement and payment of applicable fees, Red Sustentable Internacional S.A. de C.V. ("RSI", "Licensor") grants you ("Licensee") a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Certexi software ("Software") during the subscription term for your internal business operations.
2. Scope of License
2.1 Permitted Use
- Install and operate the Software on infrastructure you own or control
- Configure the Software for your operational workflows
- Create and manage operational evidence records
- Grant access to your authorized users (unlimited, per your subscription tier)
- Use the API to integrate with your existing systems
2.2 Restrictions
You may not:
- Copy, modify, or create derivative works of the Software
- Reverse engineer, decompile, or disassemble the Software
- Sublicense, lease, rent, or distribute the Software to third parties
- Use the Software to provide services to third parties (SaaS, bureau, or managed service) without written authorization
- Remove or alter any proprietary notices or labels
- Circumvent any license enforcement mechanisms
3. Deployment
The Software is designed for on-premise deployment on your infrastructure. Supported environments include Linux servers, Docker, Kubernetes, Nextcloud-integrated environments, and air-gapped networks.
RSI provides deployment documentation and, depending on your subscription tier, configuration support and onboarding assistance.
4. Subscription Tiers
| Tier | Scope | License Duration |
|---|---|---|
| Scoped Deployment | Single site, single workflow (evaluation) | 8-week evaluation period |
| Operational Deployment | Single-site production use | Annual subscription |
| Enterprise | Multi-site, federated infrastructure | Custom term per agreement |
5. Intellectual Property
The Software, including all source code, object code, documentation, interfaces, algorithms, and designs, is and remains the exclusive property of RSI. This Agreement does not transfer any ownership rights.
All operational data, evidence records, configurations, templates, and content created by the Licensee using the Software remain the exclusive property of the Licensee.
6. Updates & Maintenance
- Software updates are included during the active subscription term
- Updates are delivered as new releases through secure channels
- Major version upgrades may require re-deployment; documentation and support are provided
- You are not obligated to install updates but are encouraged to do so for security and functionality improvements
7. Warranty
RSI warrants that the Software will perform substantially in accordance with its published documentation for the duration of the subscription term. If a material defect is reported and verified, RSI will use commercially reasonable efforts to provide a fix or workaround.
EXCEPT AS EXPRESSLY STATED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
8. Limitation of Liability
RSI'S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE 12 MONTHS PRECEDING THE CLAIM. RSI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, REVENUE, OR BUSINESS OPPORTUNITY.
9. Term & Termination
- This Agreement is effective for the duration of your subscription term
- Either party may terminate with 30 days' written notice
- RSI may terminate immediately upon material breach
- Upon termination, you must cease using the Software and destroy all copies
- Your operational data remains your property and is not affected by termination
10. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary information disclosed during the course of this Agreement. The Software's source code, architecture, and internal documentation are RSI confidential information.
11. Export Compliance
You agree to comply with all applicable export control laws and regulations in your jurisdiction. You will not export or re-export the Software to any country, entity, or person prohibited by applicable law.
12. Governing Law
This Agreement is governed by the laws of Mexico. Disputes shall be resolved in the courts of Veracruz, Mexico, except where prohibited by applicable law.
13. Entire Agreement
This Agreement, together with any applicable order form or statement of work, constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements, representations, and understandings.
14. Contact
Red Sustentable Internacional S.A. de C.V.
Veracruz, Mexico
legal@certexi.com