Commercial License Agreement

Version 1.0 — February 2026

Note: This license applies to Validibot Pro and Enterprise editions. The Validibot Community Edition remains available under the AGPL-3.0 license.

IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT ("Agreement") BETWEEN YOU (THE CUSTOMER, EITHER AS AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AS AN ENTITY) AND MCQUILLEN INTERACTIVE PTY LTD (ABN 77 605 496 268) ("Validibot", "Licensor", "we", or "us").

READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING VALIDIBOT PRO, VALIDIBOT ENTERPRISE, OR RELATED SOFTWARE COMPONENTS (COLLECTIVELY, THE "SOFTWARE"). IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME 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.

1. Definitions

"Agreement" means this Commercial License Agreement, including any Order Form or invoice referencing it.

"Authorized Users" means the individual employees, contractors, or agents of the Customer who are authorized to use the Software on the Customer's behalf, as specified in the applicable Order Form or purchase.

"Customer" means the individual or entity that has purchased a license to use the Software.

"Community Edition" means the version of the Validibot software available under the GNU Affero General Public License version 3.0 (AGPL-3.0) at github.com/danielmcquillen/validibot.

"Confidential Information" means any non-public information disclosed by either party, including but not limited to the Software source code, access credentials, business plans, and customer data.

"Host" means any physical or virtual machine, container, or cloud instance which is controlled by the Customer.

"Order Form" means the purchase confirmation, invoice, or order document that specifies the Software edition, fees, license term, and other commercial terms.

"Software" means the Validibot Pro or Validibot Enterprise software packages, including all source code, documentation, updates, and modifications provided by Validibot during the license term.

2. License Grant

2.1 General Use

This Agreement grants you a non-exclusive, non-transferable, limited license to use the Software, without the right to grant sublicenses, subject to the terms and conditions in this Agreement. The Software is licensed, not sold. You acknowledge that no ownership rights are being conveyed to you under this Agreement.

2.2 Pro License

If you purchased a Validibot Pro license, you may:

  • Install the Software on an unlimited number of Hosts controlled by you.
  • Use the Software for your own internal business purposes.
  • Allow Authorized Users within your organization to access the Software.
  • Modify the Software for your own internal use, provided that such modifications are not distributed to third parties.

2.3 Enterprise License

If you purchased a Validibot Enterprise license, you receive all rights granted under Section 2.2, plus any additional rights specified in your Order Form.

2.4 Access Credentials

In order to use the Software, you will receive access credentials (such as a repository URL, access token, or license key) at the time of purchase. These credentials are confidential and may not be shared outside your organization. You are responsible for maintaining the security of these credentials.

3. Restrictions

Unless expressly permitted by this Agreement, you may not:

  • Distribute or sublicense the Software or make it available to any third party, whether by sale, resale, loan, rental, or otherwise.
  • Provide the Software as a hosted service to third parties (e.g., operating the Software as a service bureau, managed service, or multi-tenant SaaS offering for the benefit of parties outside your organization).
  • Remove or alter any proprietary notices, labels, or marks on or in the Software.
  • Use the Software to compete directly with Validibot or to develop a competing product or service.
  • Transfer access credentials to any third party or allow any third party to use your credentials.
  • Circumvent any license key, access control, or usage restriction mechanisms included in the Software.

If you wish to distribute the Software as part of a product you sell to your own customers (an "Embedded" or "OEM" use case), you must contact Validibot to negotiate a separate Embedded License Agreement with appropriate terms and fees.

4. Intellectual Property

4.1 Ownership

The Software is the intellectual property of Validibot and is protected by copyright, trade secret, and other intellectual property laws. Validibot retains all right, title, and interest in and to the Software, including all copies, modifications, and derivative works.

4.2 Community Edition

This Agreement does not affect the terms of the AGPL-3.0 license as applied to the Validibot Community Edition. The Community Edition remains available under the AGPL-3.0. Purchasing a commercial license grants you an alternative license for the commercial components of the Software only, allowing you to use those components without the obligations of the AGPL-3.0.

4.3 Feedback

If you provide suggestions, enhancement requests, or other feedback regarding the Software, Validibot may use such feedback without restriction or obligation to you.

5. Fees and Payment

5.1 License Fees

The license fees are due and payable as set forth in the applicable Order Form or at the time of purchase. All fees are quoted in Australian Dollars (AUD) unless otherwise specified.

5.2 Taxes

You are responsible for all taxes, withholdings, duties, and levies arising from your purchase (excluding taxes based on the net income of Validibot).

5.3 Refund Policy

If the Software does not function substantially as described within fourteen (14) days of purchase, you may contact us for a full refund. After this period, all fees are non-refundable.

6. Support and Maintenance

6.1 Updates

During the license term, you will receive access to all updates, bug fixes, and new releases of the Software at no additional charge. Updates are delivered via the private repository to which you were granted access.

6.2 Support

Support is provided as described on the Validibot support page and as specified in your Order Form. Support is limited to the current release and the immediately preceding release of the Software.

6.3 No Obligation

Validibot is not obligated to provide support for modifications you make to the Software, or for issues arising from your specific deployment environment, third-party software, or hardware.

7. Term and Termination

7.1 Term

This Agreement is effective as of the delivery of the Software and continues for the license term specified in your Order Form (the "Term"). Unless otherwise stated, the license term is one (1) year from the date of purchase.

7.2 Renewal

The license will renew automatically for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term. Renewal fees may be adjusted with at least sixty (60) days' notice before the renewal date.

7.3 Termination for Breach

Either party may terminate this Agreement if the other party:

  • fails to cure any material breach within thirty (30) days after written notice of such breach, provided that Validibot may terminate immediately upon any breach of Section 3 (Restrictions);
  • ceases operation without a successor; or
  • seeks protection under any bankruptcy, receivership, or comparable proceeding, or if any such proceeding is instituted against such party and not dismissed within sixty (60) days.

7.4 Effect of Termination

Upon termination or expiration of this Agreement:

  • Your license to use the Software immediately ends.
  • You must cease all use of the Software and destroy or delete all copies in your possession or control.
  • Your access credentials will be revoked.
  • You may continue to use the Validibot Community Edition under the AGPL-3.0 license.

7.5 Survival

Sections 3, 4, 8, 9, 10, and 11 survive termination of this Agreement.

8. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VALIDIBOT DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT WILL VALIDIBOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) VALIDIBOT'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY YOU TO VALIDIBOT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

11. General Provisions

11.1 Entire Agreement

This Agreement, together with any Order Form, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior and contemporaneous understandings, whether written or oral.

11.2 Amendment

Validibot reserves the right to amend this Agreement. The current version is always available at this page. Amendments apply to new purchases and renewals. Existing license terms are not retroactively changed during an active term.

11.3 Assignment

You may not assign this Agreement or any rights under it without the prior written consent of Validibot. Any attempted assignment without consent is void.

11.4 Severability

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect.

11.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of law provisions. The parties submit to the exclusive jurisdiction of the courts of the State of Victoria.

11.6 Export Compliance

You agree to comply with all applicable laws and regulations regarding export, re-export, or redistribution of the Software.

11.7 Indemnification

You agree to defend, indemnify, and hold harmless Validibot from and against any claims, losses, damages, fines, and expenses (including attorneys' fees) arising out of your use of the Software or breach of this Agreement.

11.8 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

11.9 No Custom Terms

Validibot does not accept custom terms or modifications to this Agreement for individual customers. If you have a suggestion to make the terms more fair, please contact us at license@validibot.com.

12. Contact

For licensing questions, please contact:

McQuillen Interactive Pty Ltd
ABN 77 605 496 268
Email: license@validibot.com
Web: validibot.com