FIRST DRAFT - COUNSEL REVIEW REQUIRED BEFORE DEPLOYMENT.
This file has not been reviewed by licensed legal counsel and is not
authorized for production use. It is provided as a starting point for
counsel-led drafting. The shape and clauses below reflect MMPWorks's
intent; counsel-language review is still required.
================================================================================
MMP.LICENSING.CONTRACTS PACKAGE LICENSE
Copyright (c) 2026 MMPWorks LLC
All rights reserved.
================================================================================
This license governs the MMP.Licensing.Contracts NuGet package (the
"Package") published by MMPWorks LLC, a Texas limited liability
company ("MMPWorks"). The Package is proprietary software. It is not
open source. Installation and use of the Package are permitted only
under the terms set forth below.
The Package is the canonical contracts surface for Herald licensing.
It carries the public exception type (HeraldLicenseException), the
LicenseInfo record, the HeraldLicense static gate, and the v2.1
EditionCapabilityPresets catalog that paid Herald packages and
Server-side middleware reference at runtime so the licensing exception
type has one runtime identity at the consumer boundary.
The Package is intended for use with MMPWorks's paid Herald products
(Herald Pro, Herald Enterprise, and TesseraSeal, collectively the
"Paid Herald Products"). The Package on its own does not grant any
right to use the Paid Herald Products. That right is granted only
under a separately signed Herald Pro License Agreement, Herald
Enterprise License Agreement, or TesseraSeal License Agreement between
MMPWorks and the licensee (each a "Product License Agreement").
The Package ships alongside MMP.Licensing, which is governed by a
separate copy of this same license under its own package banner.
--------------------------------------------------------------------------------
1. DEFINITIONS
--------------------------------------------------------------------------------
1.1 "Licensee" means the individual or legal entity that installs or
uses the Package.
1.2 "Product License Agreement" means a Herald Pro License Agreement,
Herald Enterprise License Agreement, or TesseraSeal License Agreement
signed by Licensee and MMPWorks and currently in effect.
1.3 "Instance" has the meaning given in the applicable Product License
Agreement.
1.4 "Internal Workflow" means Licensee's internal software development,
build, packaging, testing, and deployment activities, conducted by
Licensee's employees or by contractors acting on Licensee's behalf.
--------------------------------------------------------------------------------
2. GRANT OF PERMITTED USE
--------------------------------------------------------------------------------
Subject to the terms of this license and the existence of a Product
License Agreement currently in effect, MMPWorks grants Licensee the
following permitted uses of the Package:
2.1 Install from NuGet for use under a Paid Herald Product. Licensee
may install the Package via the NuGet package manager on any Instance
covered by a Product License Agreement, and may resolve the Package as
a transitive dependency of a Paid Herald Product. Installation absent a
currently-effective Product License Agreement is not licensed.
2.2 Internal redistribution within Licensee's organization. Licensee
may copy the Package and the binaries produced from it to internal
package mirrors, internal artifact repositories, build caches, and
deployment targets within Licensee's organization, provided that all
such copies remain within the scope of the Instance count and the
seat count granted under the applicable Product License Agreement.
Distribution of the Package to any third party, whether by Licensee or
by any agent of Licensee, is not permitted under this license.
2.3 Reference from continuous integration and automated build systems.
Licensee may reference and resolve the Package from continuous
integration servers, build agents, container build pipelines, and
other automated runners operated as part of Licensee's Internal
Workflow, provided that the Instances on which the Package is
installed or executed are covered by the applicable Product License
Agreement.
The rights granted under this Section 2 are non-exclusive,
non-transferable, and non-sublicensable. They terminate automatically
on termination of the applicable Product License Agreement, on
revocation of the License Token issued under that agreement, or on
breach of this license.
--------------------------------------------------------------------------------
3. RESTRICTIONS
--------------------------------------------------------------------------------
Licensee shall not:
3.1 Distribute, publish, sublicense, sell, rent, lease, lend, or
otherwise make the Package available to any third party, except for
the internal redistribution expressly permitted under Section 2.2.
3.2 Reverse engineer, decompile, disassemble, or otherwise attempt to
derive the source code, structure, sequence, or organization of the
Package, except to the extent such restriction is expressly prohibited
by applicable law.
3.3 Modify, adapt, translate, or create derivative works of the
Package.
3.4 Use the Package, or any portion of it, to construct, validate,
forge, or alter a license token for any MMPWorks product without a
currently-effective Product License Agreement that grants such use.
3.5 Use the Package to develop or operate a product or service that
competes with the Paid Herald Products.
3.6 Remove, alter, or obscure any copyright notice, trademark notice,
or other proprietary notice on the Package or in any copy of it.
3.7 Use the Package in any manner that violates the applicable Product
License Agreement, including by exceeding the Instance count, seat
count, capability set, tier, or segment granted under that agreement.
--------------------------------------------------------------------------------
4. INTELLECTUAL PROPERTY
--------------------------------------------------------------------------------
MMPWorks and its licensors retain all right, title, and interest in
and to the Package, including all intellectual property rights
therein. No rights are granted to Licensee under this license other
than the limited permitted uses expressly set forth in Section 2.
--------------------------------------------------------------------------------
5. NO WARRANTY
--------------------------------------------------------------------------------
THE PACKAGE IS PROVIDED "AS IS" AND MMPWORKS HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
MMPWORKS DOES NOT WARRANT THAT THE PACKAGE WILL BE UNINTERRUPTED,
ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. ANY WARRANTIES THAT APPLY
TO THE PAID HERALD PRODUCTS UNDER THE APPLICABLE PRODUCT LICENSE
AGREEMENT ARE SET FORTH IN THAT AGREEMENT AND ARE NOT REPEATED HERE.
--------------------------------------------------------------------------------
6. LIMITATION OF LIABILITY
--------------------------------------------------------------------------------
IN NO EVENT SHALL MMPWORKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING
WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF
GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE
PACKAGE OR THIS LICENSE, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF MMPWORKS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The aggregate limitation on MMPWorks's liability is set forth in the
applicable Product License Agreement and applies to claims arising
under this license to the same extent and on the same terms.
--------------------------------------------------------------------------------
7. TERMINATION
--------------------------------------------------------------------------------
7.1 The permitted uses granted under Section 2 terminate automatically
and without notice upon (a) termination or expiration of the
applicable Product License Agreement, (b) revocation of the License
Token issued under that agreement, or (c) Licensee's breach of any
term of this license.
7.2 Upon termination, Licensee shall cease all use of the Package,
shall remove the Package from all Instances and from all internal
mirrors, artifact repositories, and build caches under Licensee's
control, and shall not resolve the Package from NuGet or from any
other source unless and until a new Product License Agreement comes
into effect.
7.3 Sections 3, 4, 5, 6, 7, and 8 survive termination.
--------------------------------------------------------------------------------
8. MISCELLANEOUS
--------------------------------------------------------------------------------
8.1 Governing law and venue. This license is governed by the laws of
the State of Texas, without regard to its conflict of laws principles.
The parties consent to the exclusive jurisdiction of the state and
federal courts located in Williamson County, Texas for any action
arising out of or related to this license.
8.2 Relationship to Product License Agreement. In the event of
conflict between this license and the applicable Product License
Agreement, the Product License Agreement controls with respect to the
conflicting term.
8.3 Severability. If any provision of this license is held invalid or
unenforceable, that provision shall be reformed to the minimum extent
necessary to render it enforceable, and the remaining provisions shall
continue in full force and effect.
8.4 No waiver. No failure or delay by MMPWorks in exercising any right
under this license shall operate as a waiver thereof.
8.5 Entire license. This license, together with the applicable Product
License Agreement, constitutes the entire agreement between MMPWorks
and Licensee with respect to the Package and supersedes any prior
agreement, understanding, or communication regarding the Package.
================================================================================
For questions regarding this license, contact MMPWorks at
sales@mmpworks.com.
For the canonical Product License Agreements, see:
Herald Pro: https://mmpworks.com/herald/docs/licensing/pro
Herald Enterprise: https://mmpworks.com/herald/docs/licensing/enterprise
TesseraSeal: https://mmpworks.com/herald/docs/licensing/tesseraseal
================================================================================
FIRST DRAFT - COUNSEL REVIEW REQUIRED BEFORE DEPLOYMENT.