These hostcd Commercial Subscription Terms (the "Terms") govern the paid Team and Enterprise subscriptions to hostcd offered by Danylo Kochetov, a sole operator established in Poland, trading as "hostcd" ("Licensor", "we"). They apply to the entity identified as the Customer in an Order Form that references them ("Customer", "you"). The Order Form and these Terms together form the "Agreement". By signing an Order Form, or by completing self-serve checkout and paying the Fee, the Customer agrees to this Agreement.
The free Community edition and the open-core source of hostcd are licensed separately under the Business Source License 1.1 (BSL 1.1) and are not governed by this Agreement, except that this Agreement grants the additional commercial rights needed to use the paid Licensed Features.
The Agreement consists of the Order Form and these Terms. If they conflict, the Order Form controls for that order, then these Terms. Any Customer purchasing or vendor-onboarding terms (e.g. in a portal or purchase order) are rejected and have no effect unless expressly agreed in a signed Order Form.
If the Order Form grants a trial, or the Customer activates a time-limited trial in the product, the Licensed Features are provided for the trial period "as is", without warranty, and with the Licensor's liability limited to the maximum extent permitted by law. At the end of the trial the subscription either converts to a paid Subscription Term (if purchased) or the Licensed Features cease; the Community limits then apply.
4.1 Grant. Subject to payment of the Fees and to this Agreement, the Licensor grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to install and use the Licensed Software and to enable the Licensed Features on up to the licensed host count, for the Customer's internal business operations.
4.2 License Token. The Licensor will issue a License Token enabling the Licensed Features and host count for the Subscription Term. The Customer must not share, tamper with, or attempt to forge a License Token, or circumvent the host count or feature entitlements.
4.3 Restrictions. Except as the BSL 1.1 or applicable law permits, the Customer will not: (a) provide the Licensed Features to third parties as a hosted or managed service; (b) remove or alter proprietary notices; (c) use the Licensed Software other than as permitted by this Agreement and the BSL. The open-core source remains governed by the BSL 1.1.
4.4 Graceful degradation. The Customer acknowledges that if the subscription lapses, the Licensed Features degrade in the manner described in the Documentation: the control plane and the Customer's data remain available, Hosts above the Community limit keep enforcing their last accepted configuration, and no data is deleted. This behaviour is a design choice and not a defect.
For self-hosted deployments the Customer operates the Licensed Software on its own infrastructure and is responsible for its environment, access control, backups, and the security of the hosts the agent manages (the agent runs with elevated privileges). The Customer will keep the License Token confidential and use the Licensed Software in compliance with applicable law.
6.1 Fees. The Customer will pay the Fees stated in the Order Form. Team and Enterprise Fees are invoiced. Where self-serve checkout is made available, Team subscriptions may instead be charged automatically to the Customer's payment method via our payment processor (Stripe); the applicable method is the one stated in the Order Form or at checkout.
6.2 Payment terms. Invoiced Fees are due Net 30 days from the invoice date. Undisputed amounts not paid when due may accrue interest at 1.5% per month (or the maximum permitted by law, if lower) from the due date until paid, and the Licensor may suspend the Licensed Features after reasonable notice for continued non-payment.
6.3 Taxes. Fees are exclusive of taxes. The Customer is responsible for all sales, use, VAT, GST, and similar taxes on the Fees, excluding taxes on the Licensor's net income. For EU B2B supplies, where the Customer provides a valid VAT identification number, the reverse-charge mechanism applies and the Customer accounts for VAT in its member state. Where the Licensor is required to collect tax, it will add it to the invoice.
6.4 No refunds. Except for the limited-warranty remedy in §9 and any non-waivable consumer rights, Fees are non-refundable and subscriptions are non-cancellable for the paid term.
7.1 Term. This Agreement starts on the Subscription Start Date and continues for the Subscription Term.
7.2 Auto-renewal. At the end of the Initial Term and each Renewal Term, the subscription renews automatically for a further term of equal length at the then-current list price, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
7.3 Termination for cause. Either party may terminate this Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice. The Licensor may suspend or terminate for non-payment per §6.2.
7.4 Effect of termination. On expiry or termination, the Customer's right to the Licensed Features ends and the Customer must stop using them; Hosts revert to the Community edition under the BSL 1.1 (no data is deleted and the control plane keeps running). Fees already due remain payable. Clauses that by their nature should survive (including §§6, 9, 10, 11, 12, 16) survive termination.
8.1 Updates. During the Subscription Term the Customer is entitled to updates and new versions of the Licensed Software that the Licensor generally makes available to subscribers of the same plan.
8.2 Support. The Licensor will use commercially reasonable efforts to provide support with the target first-response times stated in the Order Form. Support targets are objectives, not guarantees. For self-hosted deployments the Customer operates the software and availability is the Customer's responsibility; these Terms do not include an uptime SLA. Any hosted/SaaS uptime commitment is set out only in a separate SLA addendum.
9.1 Limited warranty. The Licensor warrants that, during the Subscription Term, the Licensed Software will materially conform to the Documentation. The Customer's sole and exclusive remedy, and the Licensor's entire liability, for breach of this warranty is that the Licensor will use commercially reasonable efforts to correct the non-conformity and, if it cannot do so within a reasonable time, the Customer may terminate the affected subscription and receive a pro-rata refund of pre-paid Fees for the unused period.
9.2 Disclaimer. Except as expressly stated in §9.1, the Licensed Software and all support are provided "as is" and "as available", and the Licensor disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
10.1 Exclusion of indirect damages. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or exemplary damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to this Agreement, even if advised of the possibility.
10.2 Cap. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the total Fees paid or payable by the Customer under this Agreement in the 12 months immediately preceding the event giving rise to the liability.
10.3 Exceptions. The limitations in §§10.1–10.2 do not apply to: (a) the Customer's payment obligations; (b) a party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.
The Licensor and its licensors retain all right, title, and interest in the Licensed Software and Documentation. No rights are granted except as expressly stated in this Agreement and the BSL 1.1. If the Customer provides feedback, the Licensor may use it without restriction or obligation.
Each party will protect the other's non-public information disclosed under this Agreement with the same care it uses for its own confidential information (and at least reasonable care), and use it only to perform this Agreement. This does not apply to information that is public, independently developed, or rightfully received from a third party, or to disclosures required by law.
For self-hosted deployments, the Customer controls its own data and the Licensor does not process the Customer's personal data as part of providing the Licensed Features; the Licensor processes only the limited business-contact and billing data described in its Privacy Policy. For hosted/SaaS deployments, the parties will enter the Licensor's Data Processing Addendum (DPA), which governs processing of personal data and is incorporated by reference where applicable.
14.1 By the Licensor (only if the Order Form says so). IP-infringement indemnification by the Licensor applies only where an Order Form expressly provides for it; absent that, the Licensed Software is provided without an IP indemnity. Where an Order Form does provide for it, the Licensor will defend the Customer against a third-party claim that the unmodified Licensed Software, used as permitted, infringes that third party's intellectual-property rights, and will pay damages finally awarded (or settlement the Licensor approves). The Licensor may, at its option, procure the right to continue use, modify the software to be non-infringing, or terminate the affected subscription and refund pre-paid unused Fees. This does not apply to claims arising from modifications not made by the Licensor, combination with non-Licensor products, or use in breach of this Agreement. Where it applies, it is the Customer's sole remedy for IP infringement and is subject to the cap in §10.2.
14.2 By the Customer. The Customer will defend the Licensor against third-party claims arising from the Customer's use of the Licensed Software in breach of this Agreement or applicable law.
Each party will comply with applicable laws, including export-control and sanctions laws. The Customer will not use the Licensed Software in violation of such laws.
This Agreement is governed by the laws of Poland, without regard to conflict-of-law rules, and the parties submit to the exclusive jurisdiction of the competent courts of Poland. Mandatory consumer-protection rights in the Customer's country of residence are unaffected.
17.1 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.
17.2 Notices. Legal notices must be in writing and sent to the notices contacts in the Order Form (email is sufficient).
17.3 Entire agreement; amendments. This Agreement is the entire agreement on its subject matter and supersedes prior understandings. It may be amended only in a writing signed (or expressly accepted at renewal) by both parties; the Licensor may update these Terms for future Subscription Terms, with the version in effect at the start of each term applying to that term.
17.4 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control.
17.5 Severability; waiver. If any provision is unenforceable, the rest remains in effect. A failure to enforce is not a waiver.
17.6 Independent contractors. The parties are independent contractors; this Agreement creates no partnership, agency, or employment.