Enterprise EULA
1. Definitions
"Software" means ProxCenter Enterprise Edition, including all updates, patches, and associated documentation provided by AdminSysPro. "Licensor" means AdminSysPro, the publisher of ProxCenter. "Licensee" or "You" means the individual or legal entity that has purchased a valid license. "License Key" means the unique activation key provided upon purchase. "Node" means a single Proxmox VE or Proxmox Backup Server host managed by the Software. "Subscription Period" means the duration for which the License Key is valid.
2. Grant of License
Subject to the terms of this Agreement and payment of applicable fees, Licensor grants You a non-exclusive, non-transferable, non-sublicensable, revocable license to: - Install and use the Software on your own infrastructure - Use the Software to manage up to the number of Nodes specified in your subscription - Access Enterprise features enabled by your License Key for the duration of your Subscription Period
3. Restrictions
You shall NOT: - Redistribute, sublicense, sell, lease, or lend the Software to any third party - Reverse engineer, decompile, or disassemble the Software - Modify, adapt, or create derivative works based on the Software - Remove or alter any proprietary notices on the Software - Share or disclose your License Key to any third party - Use the Software to provide managed services or SaaS to third parties without written agreement - Circumvent or disable any license verification or feature gating - Exceed the Node count specified in your subscription The restriction on redistributing, sublicensing, selling, leasing, or lending the Software (first item above) does not apply to ProxCenter's authorized partners acting under their separate Partner Agreement, solely to resell and provision licenses to end customers, including delivering the corresponding customer-specific License Keys and install tokens to that end customer. All other restrictions in this section continue to apply to partners, including the prohibitions on modifying, reverse-engineering, or creating derivative works of the Software, removing proprietary notices, disclosing License Keys beyond the end customer they were provisioned for, circumventing license controls, and exceeding the licensed Node count.
4. Intellectual Property
The Software is and remains the exclusive property of Licensor. This Agreement does not transfer any ownership rights. The Software may include open-source components licensed under their respective licenses (including AGPL-3.0 for the Community Edition core); a list of these components and their licenses is provided with the Software (THIRD_PARTY_LICENSES).
5. Data Privacy and Security
The Software is 100% self-hosted. All data resides exclusively on your infrastructure. Licensor does not collect, access, or process any of your infrastructure data or credentials. License Key validation transmits only the key itself and basic metadata (version, node count).
6. Subscription and Payment
Access to Enterprise features requires an active Subscription. Subscriptions are billed annually, per Node. Prices may be updated for renewal periods with at least 30 days prior notice. The Licensor operates under the French VAT franchise regime (franchise en base de TVA): no VAT is charged and invoices state "TVA non applicable, article 293 B du CGI"; if the Licensor becomes liable for VAT, applicable VAT will be added as required by law. Non-payment may result in suspension or termination of your License Key, and overdue amounts accrue late-payment penalties from the day after the due date at three times the French legal interest rate, together with the fixed recovery indemnity of EUR 40 per invoice (French Commercial Code, arts. L441-10 and D441-5).
7. Updates and Support
During an active Subscription, You are entitled to all Software updates, patches, new Enterprise features, and priority technical support. Licensor is under no obligation to provide updates or support after the Subscription expires.
8. Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10. Term and Termination
This Agreement is effective from License Key activation and continues for the Subscription Period. It renews automatically unless either party provides 30 days written notice. Licensor may terminate immediately upon breach. Upon termination, Enterprise features are disabled; Community features remain available under AGPL-3.0.
11. Governing Law
This Agreement is governed by the laws of France, excluding its conflict-of-law rules. Subject to any mandatory rule of law, any disputes shall be submitted to the exclusive jurisdiction of the courts of France.
12. General Provisions
This Agreement constitutes the entire agreement between the parties. If any provision is found invalid, remaining provisions continue in full force. Failure to enforce any right does not constitute a waiver. You may not assign this Agreement without prior written consent. Licensor may modify this Agreement with 30 days notice before renewal. The Licensee enters into this Agreement solely for professional or business purposes and not as a consumer or non-professional.
By activating your License Key, You acknowledge that You have read, understood, and agree to be bound by the terms of this Agreement.