Commercial End User License Agreement
Effective date: August 23, 2026
This Commercial End User License Agreement (the "Agreement") is between Gurande Chameshi Inc., an Ontario corporation doing business as Lambogenius ("Lambogenius," "Licensor," "we," or "us"), and the individual or legal entity that obtains or uses the Software ("Customer" or "you"). The Software means the lambogenius AIS Migration Tool, including its command-line interface, VS Code extension, documentation, updates, and proprietary components supplied by Lambogenius.
By installing, copying, accessing, or using the Software, or by accepting an order form that references this Agreement, you agree to this Agreement. If you use the Software for an organization, you represent that you have authority to bind that organization. If you do not agree, do not install or use the Software.
1. License grant
Subject to this Agreement, payment of applicable fees, and the entitlements in the applicable order form or license credential, Lambogenius grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable license term to install and use the Software internally for Customer's authorized business purposes.
The permitted number of users, migration solutions, environments, legal entities, and other usage limits are those stated in the order form or license credential. Contractors may use the Software solely for Customer's benefit, within Customer's entitlements, and subject to terms at least as protective as this Agreement. Customer is responsible for their compliance.
2. Evaluation use
Software designated as evaluation, trial, preview, or non-production may be used only for internal evaluation during the stated evaluation period. It may not be used to provide production services, perform customer migrations for consideration, or avoid purchasing a commercial entitlement. Evaluation Software is provided without support commitments and may contain additional functional or usage limits.
3. Restrictions
Except to the extent a restriction is prohibited by applicable law or an applicable third-party license, Customer must not:
- copy, modify, translate, or create derivative works of the proprietary Software;
- reverse engineer, decompile, disassemble, or attempt to discover its source code or non-public protocols;
- sell, sublicense, rent, lease, lend, host, distribute, or provide the Software to a third party, including as a service bureau or managed service;
- bypass, disable, tamper with, or misrepresent license credentials, metering, usage limits, security controls, or technical restrictions;
- remove or alter proprietary, copyright, attribution, or license notices;
- use the Software beyond purchased user, solution, customer, environment, or term limits;
- use the Software to violate law, third-party rights, or an AI or cloud provider's terms.
A consulting-partner or redistribution license requires a separate written order form that expressly grants those rights.
4. Ownership and output
Lambogenius and its licensors retain all right, title, and interest in the proprietary Software, documentation, technology, and all related intellectual-property rights. No rights are granted except those expressly stated in this Agreement. Lambogenius names, logos, domain names, and product names are not licensed for use as trademarks.
Subject to third-party rights and licenses, Customer retains its rights in Customer source materials and owns migration output generated specifically from those materials. Customer is responsible for reviewing, testing, securing, and validating generated output before use.
5. Open-source and third-party components
The Software contains or is derived from components governed by separate licenses. Those
components are licensed under their applicable terms, not this Agreement, to the extent the
applicable terms conflict with this Agreement. Required notices are provided in
THIRD-PARTY-NOTICES.md and accompanying distribution materials.
In particular, portions originally released under the MIT License remain available under that license. This Agreement does not restrict rights granted directly under the MIT License for those portions.
6. AI providers and external services
The Software can invoke third-party AI, source-control, cloud, and developer services selected and configured by Customer. Those services are not provided by Lambogenius and are governed by Customer's agreements with their providers. Customer is responsible for accounts, credentials, permissions, charges, data residency, acceptable use, and determining whether Customer materials may be submitted to each provider.
AI-generated results may be incomplete, inaccurate, insecure, or unsuitable. Customer must independently review and test all recommendations, code, infrastructure definitions, and migration artifacts. The Software does not replace professional architecture, security, compliance, legal, or operational review.
7. License verification and usage records
The Software may validate signed license credentials and locally record entitlement usage, including license identifiers, Software version, solution identifiers, execution dates, and feature usage. If an online activation or managed-license service is included in Customer's plan, the Software may transmit the minimum information reasonably required to activate, validate, renew, prevent abuse, and administer the license.
Lambogenius will not intentionally collect Customer source code or generated migration content through license verification. Any telemetry or hosted service is also subject to the privacy notice presented with that service. Customer must not provide false usage information or interfere with verification.
8. Fees, term, and renewal
Fees, license term, renewal terms, payment schedule, and purchased entitlements are specified in the applicable order form. Unless the order form states otherwise, fees are non-refundable and exclude taxes. Customer is responsible for applicable sales, use, value-added, withholding, and similar taxes other than taxes on Lambogenius's net income.
Subscription rights end when the subscription expires or is terminated. Expiration does not transfer ownership of the Software or prevent Customer from accessing output already generated and stored independently of the Software.
9. Confidentiality
Each party may receive non-public information identified as confidential or that reasonably should be understood to be confidential. The receiving party will use it only to perform or exercise rights under this Agreement and will protect it using at least reasonable care. This obligation does not apply to information that the receiving party can document was already lawfully known, becomes public without breach, is received lawfully without confidentiality duty, or is independently developed without use of the confidential information.
A party may disclose confidential information when required by law after providing advance notice where legally permitted. Customer source materials, credentials, configurations, and non-public migration output are Customer confidential information.
10. Limited warranty
For 30 days after initial commercial delivery, Lambogenius warrants that the unmodified Software will substantially conform to its published documentation when used in a supported environment. Customer's exclusive remedy and Lambogenius's entire obligation for breach of this warranty is, at Lambogenius's option, to use commercially reasonable efforts to correct the nonconformity, provide a workaround, or terminate the affected license and refund prepaid fees covering the unused remainder of its term.
This warranty does not apply to evaluation Software, third-party services, AI-generated output, Customer modifications, misuse, unsupported environments, or failures caused by external systems.
11. Disclaimer
EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, EVALUATION SOFTWARE, DOCUMENTATION, SUPPORT MATERIALS, AND GENERATED OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." LAMBOGENIUS DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, BREACH OF SECTION 3, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID OR OWED FOR THE SOFTWARE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR EVALUATION SOFTWARE, LAMBOGENIUS'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED CAD $100.
13. Termination
Either party may terminate this Agreement for material breach if the breach is not cured within 30 days after written notice. Lambogenius may suspend or terminate access immediately for unauthorized distribution, deliberate circumvention of license controls, unlawful use, or non-payment that remains uncured 10 days after notice.
Upon termination or expiration, Customer must stop using and delete proprietary copies of the Software, except for archival copies required by law. Sections concerning ownership, third-party licenses, confidentiality, disclaimers, liability, termination effects, and general terms survive. Termination does not restrict rights independently granted under an applicable open-source license.
14. Export and legal compliance
Customer will comply with applicable export-control, sanctions, anti-corruption, privacy, and data-protection laws. Customer represents that it is not prohibited from receiving the Software and will not use or transfer it in a prohibited country, for a prohibited end user, or for a prohibited end use.
15. Governing law and disputes
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16. General
Customer may not assign this Agreement without Lambogenius's prior written consent, except in connection with a merger or sale of substantially all Customer assets where the assignee is not a competitor and agrees in writing to this Agreement. Lambogenius may assign this Agreement in connection with a reorganization, merger, acquisition, or sale of its business or assets.
Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. Waivers must be in writing and apply only to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain effective.
This Agreement, the applicable order form, and incorporated policies constitute the entire agreement about the Software and supersede prior proposals and discussions. An order form controls over this Agreement only where it expressly identifies the provision being replaced. Amendments must be in writing and signed by authorized representatives of both parties.
Notices to Lambogenius must be sent to legal@lambogenius.com. Notices to Customer may be sent to the administrative or purchasing contact associated with Customer's order.
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