Kviklet Software License Agreement
This Kviklet Software License Agreement (the Agreement) applies to each order form, quote, statement of work, or other ordering document that expressly references it (each an Order Form).
The Agreement is between Kviklet UG (haftungsbeschränkt), 10119 Berlin, Germany, registered with the commercial register of the Amtsgericht Charlottenburg under HRB 289503 B (Kviklet), and the customer identified in the applicable Order Form (Customer). It is intended exclusively for entrepreneurs (Unternehmer), legal entities under public law, and special funds under public law, not consumers. Kviklet and Customer are each a Party and together the Parties.
1. Contract Documents and Scope
1.1 An Order Form incorporates the version of this Agreement identified in it. By signing or otherwise accepting an Order Form, each Party accepts this Agreement. An Order Form may state an earlier subscription commencement date, in which case this Agreement governs the Software, support, use, and fees from that date. Signatures, acceptance records, and invoices must retain their actual dates.
1.2 Each Order Form forms part of the Agreement. In a conflict, the Order Form controls for that Order Form, followed by any expressly incorporated schedule and then this Agreement.
1.3 Customer purchase orders, procurement portals, and similar documents are for administrative convenience only. Their standard or preprinted terms do not modify the Agreement unless Kviklet expressly agrees in text form.
2. Definitions
2.1 Authorized User means a unique natural person or non-human account enabled in the Software for Customer's internal business purposes. Authorized Users may include administrators, AI agents, Customer personnel, and personnel or accounts of contractors, consultants, vendors, or affiliated entities acting on Customer's behalf. Each Authorized User requires a paid seat and remains subject to the Agreement.
2.2 Customer Environment means the systems, cloud accounts, networks, databases, containers, infrastructure, identity provider, and other technology environment in which Customer installs or uses the Software.
2.3 Enterprise Features means paid or other non-free functionality supplied by Kviklet under an Order Form.
2.4 License File means a file, key, token, or other technical mechanism supplied by Kviklet to enable Enterprise Features or usage limits.
2.5 Software means the Kviklet software identified in an Order Form.
2.6 Subscription Term means the initial one-month or one-year term stated in an Order Form (the Initial Term) or a renewal term under Section 8 (each a Renewal Term).
2.7 Customer means only the legal entity identified in the applicable Order Form. Its parents, subsidiaries, and other affiliated entities are not Customers and receive no right to use the Enterprise Features under that Order Form.
3. License and Open Source Components
3.1 Subject to Customer's compliance with the Agreement and the applicable Order Form, Kviklet grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to install and use the Software and Enterprise Features in the Customer Environment solely for Customer's internal business purposes through its Authorized Users and within the purchased limits. Customer must not make the Enterprise Features available for use by a parent, subsidiary, or other affiliated entity. Personnel of an affiliated entity may qualify as Authorized Users only while acting on Customer's behalf and solely for Customer's internal business purposes.
3.2 Customer may make reasonable copies of the Software and License File for installation, backup, testing, and disaster recovery. All copies remain subject to the Agreement. No other rights are granted.
3.3 Kviklet's public repository may contain both open source components and source-available Enterprise Features that are not licensed as open source. Open source components remain governed by their applicable open source licenses. Enterprise Features, License Files, paid support, and paid services are governed by the Agreement and the applicable Order Form.
4. Seats and License File
4.1 The paid seat count consists of the initial paid seats in the Order Form plus additional seats accepted by Kviklet. Customer must not permit more Authorized Users than the paid seat count or the user cap in the License File, whichever is lower. Shared accounts may not be used to bypass seat limits, audit trails, or approval controls.
4.2 Every enabled Authorized User counts toward the paid seat count, including administrators and human, service, technical, and AI accounts. Disabled accounts that cannot access or use the Software do not count.
4.3 Customer may request additional seats in text form. Kviklet may accept by confirming the count, price, and effective date in text form, which amends the Order Form without a replacement signature. Kviklet will then provide an updated License File. Additional seats are charged at the current Subscription Term's per-seat price, pro rata from their effective date through the end of that term.
4.4 Additional seats are non-cancellable and non-refundable during the current Subscription Term. Customer may reduce the paid seat count from the next Renewal Term by notifying Kviklet before that Renewal Term begins. A reduction to zero is non-renewal and remains subject to Section 8.2. Under-use does not create a credit or refund.
4.5 Kviklet will issue a License File for each Subscription Term and make a renewed License File available before each Renewal Term begins, subject to Kviklet's rights under Section 7.5.
5. Customer Environment and Restrictions
5.1 Customer self-hosts the Software and is responsible for installing, configuring, operating, securing, monitoring, backing up, testing, and updating it. This includes responsibility for credentials, database users, permissions, identity-provider mappings, approval rules, network access, logging, retention, backups, disaster recovery, and determining whether the Software is suitable for Customer's intended production use and compliance requirements.
5.2 Kviklet does not require access to Customer's databases, production credentials, or infrastructure unless the Parties separately agree otherwise in text form. Customer is responsible for activity in its deployment and for its Authorized Users' compliance with the Agreement.
5.3 With respect to Enterprise Features and License Files, and except as expressly permitted by the Agreement or applicable mandatory law, Customer must not:
- use Enterprise Features beyond the purchased limits or Subscription Term;
- share, publish, sell, lease, sublicense, or commercially host Enterprise Features or License Files for third parties;
- copy, modify, adapt, translate, or create derivative works of Enterprise Features except for the copies permitted by Section 3.2;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive non-public source code, underlying structure, or non-public interfaces of Enterprise Features;
- use Enterprise Features, License Files, non-public documentation, or Kviklet Confidential Information to develop, provide, or improve a product or service that competes with the Enterprise Features;
- publish or disclose benchmarks or comparative evaluations of Enterprise Features without Kviklet's prior consent in text form;
- remove or obscure proprietary, license, or attribution notices; or
- bypass License File limitations or technical usage controls.
5.4 Nothing in Section 5.3 limits rights granted under an applicable open source license or rights that cannot lawfully be restricted, including statutory rights relating to observation, testing, backup copies, and interoperability.
6. Support, Updates, Trials, and Professional Services
6.1 During the Subscription Term, Kviklet provides Enterprise Support through email, GitHub Issues, and web calls or meetings upon reasonable request, mutual scheduling, and availability. Support is commercially reasonable best-effort support without guaranteed response, resolution, meeting availability, service availability, or SLA unless an Order Form expressly states otherwise.
6.2 Kviklet may provide and modify updates, patches, versions, and features. Unless an Order Form expressly states otherwise, Kviklet makes no commitment to future functionality. Kviklet will not materially reduce purchased core Enterprise Features during a current Subscription Term without a reasonable workaround or remedy. Customer is responsible for applying updates in the Customer Environment.
6.3 Kviklet may issue a trial License File for evaluation and non-production use for the period communicated to Customer. Unless otherwise agreed in text form, trials are free, expire automatically, and do not permit continued Enterprise Feature use after expiry without a paid subscription.
6.4 Custom development, integration, migration, training, implementation assistance, and other professional services require an Order Form or statement of work. They do not transfer Kviklet intellectual property unless expressly stated otherwise.
7. Fees, Invoicing, and Payment
7.1 Customer will pay the fees in the Order Form. Fees exclude VAT and similar taxes unless expressly stated otherwise. Kviklet will add and collect taxes where legally required. Customer must provide accurate billing, establishment-country, and applicable tax-identification information. Where reverse charge applies, Customer is responsible for accounting for the tax.
7.2 Billing frequency, currency, and payment method are stated in the Order Form. Manual invoices are due 14 days after receipt unless the Order Form states otherwise. Amounts collected automatically through Stripe or another payment processor are due when invoiced, and Customer authorizes charges for initial fees, renewals, additional seats, and other amounts due.
7.3 Customer must keep its billing information and automatic payment method current. Failed collection does not release Customer from payment; Kviklet may retry or require another reasonable payment method. Fees are non-cancellable and non-refundable except as expressly stated in the Agreement or required by law.
7.4 If Customer must withhold an amount by law, it will provide official evidence and cooperate with Kviklet in obtaining any available exemption, reduction, or credit.
7.5 Kviklet may suspend Enterprise Features or decline to renew a License File if an undisputed invoice remains overdue ten days after Customer receives a further notice in text form. Suspension does not affect amounts due.
8. Term, Renewal, and Price Changes
8.1 The Subscription Term begins on the commencement date in the Order Form. At the end of the Initial Term, the Order Form automatically renews for successive Renewal Terms of the same duration.
8.2 Either Party may prevent renewal by notice in text form no later than 14 days before the end of a one-month Subscription Term or 30 days before the end of a one-year Subscription Term. The Order Form then expires at the end of that term. Ordinary termination during a current Subscription Term is excluded.
8.3 Prices are fixed for each current Subscription Term. Unless an Order Form expressly states a renewal price, each Renewal Term will be charged at Kviklet's then-current generally applicable list price for the applicable product and billing frequency, as published on Kviklet's website when that Renewal Term begins. A changed price never applies during or retroactively to a current Subscription Term.
8.4 Kviklet may update its list prices at any time and will notify Customer by email before a changed price applies. Customer may terminate the affected Order Form in text form within 30 days after the notice or, if no prior notice was given, after first becoming aware of the changed price. Termination takes effect at the end of the current Subscription Term if the relevant Renewal Term has not begun, otherwise upon receipt, with a refund of prepaid fees for its unused portion. This right applies only to the Renewal Term subject to the changed price.
9. Termination and Consequences
9.1 Either Party may terminate the Agreement or an affected Order Form for material breach if the breaching Party does not cure within 30 days after receiving notice in text form. No cure period is required where cure is impossible or immediate termination is justified under applicable law.
9.2 Subject to Section 9.1 where a cure is possible, Kviklet may suspend or terminate affected Enterprise Features for material breach of license, confidentiality, payment, or security obligations.
9.3 On expiry or termination, Customer must stop using the affected Enterprise Features and License Files. Open source components remain available under their applicable licenses. Accrued payment obligations and provisions intended by their nature to survive remain effective, including confidentiality, intellectual property, data protection, warranty limitations, liability limits, and governing law.
10. Confidentiality and Data Protection
10.1 Confidential Information means non-public information disclosed by one Party to the other that is marked confidential or should reasonably be understood as confidential, including License Files, non-public pricing, roadmap and security information, customer data, and support materials.
10.2 The receiving Party will protect Confidential Information using at least reasonable care, use it only for the Agreement, and disclose it only to personnel and advisers who need to know and are bound by confidentiality obligations. These duties do not apply to information that is public without breach, already lawfully known without restriction, independently developed, or lawfully received without restriction. If disclosure is legally required, the receiving Party will, where permitted, give prompt notice and reasonably cooperate to limit it.
10.3 Customer self-hosts the Software. Kviklet does not host or routinely access Customer's databases, query results, logs, credentials, or personal data in the Customer Environment. Each Party acts as an independent controller for business contact, billing, and contract-administration data processed for its own purposes.
10.4 Customer must not provide Kviklet with personal data, production credentials, production query results, regulated data, or other sensitive Customer Environment content through support, professional services, remote access, logs, screenshots, screen sharing, public issue trackers, or unencrypted channels unless the Parties first agree appropriate data protection and security terms.
10.5 If Kviklet processes personal data on Customer's behalf, the Parties will enter into a legally compliant data processing agreement before processing begins. Kviklet will use commercially reasonable measures to protect License Files, support materials, and Customer Confidential Information in its possession.
10.6 Usage Data. The Software may transmit technical and product-usage data to Kviklet or its analytics provider, such as license status, version, seat count, feature usage, and error reports. Usage Data does not include Customer's database contents, queries or query results, credentials, or other Customer Environment content. Kviklet will document the categories of Usage Data in the product documentation. Customer may disable optional transmission through the configuration described there, provided that license validation may remain required for Enterprise Features. Kviklet may use Usage Data to verify compliance with licensed usage limits, analyze product usage, and improve the Software, including its reliability and security, and may retain it in aggregated or anonymized form.
11. Intellectual Property and Publicity
11.1 Kviklet and its licensors own all rights, title, and interest in the Software, Enterprise Features, documentation, License Files, product designs, and related intellectual property, except open source components and Customer materials. Customer retains its rights in its data and materials.
11.2 Feedback is optional. Kviklet may use suggestions, bug reports, feature requests, and other feedback without restriction or obligation, provided it does not disclose Customer Confidential Information.
11.3 Customer grants Kviklet a non-exclusive, worldwide, royalty-free right during the Subscription Term to use Customer's name and logo solely to identify Customer as a Kviklet customer on Kviklet's website.
11.4 Customer may opt out of Section 11.3 at any time by notice in text form. Kviklet will then remove Customer's name and logo from its website within a reasonable period.
12. Warranty
12.1 Customer acknowledges that complex software may contain errors. Except as expressly stated in the Agreement, the Software, Enterprise Features, documentation, support, and trials are not warranted to be uninterrupted, error-free, or suitable for Customer's specific compliance requirements.
12.2 Customer is responsible for testing the Software and its configuration before production use. Mandatory statutory warranty rights remain unaffected.
13. Liability
13.1 The Parties are liable without limitation for intent, gross negligence, injury to life, body, or health, fraud, claims under the German Product Liability Act, guarantees expressly assumed as such, and any other liability that cannot legally be limited.
13.2 In cases of ordinary negligence, each Party is liable only for breach of an essential contractual obligation whose fulfilment is necessary for proper performance of the Agreement and on whose fulfilment the other Party may regularly rely. Liability is then limited to damage that was foreseeable and typical for this type of agreement when the applicable Order Form was entered into.
13.3 Subject to Section 13.1, where liability is limited under Section 13.2, each Party's aggregate liability arising out of or relating to an Order Form is further limited to the fees paid or payable under that Order Form in the 12 months before the event giving rise to liability. If the event occurs during the first 12 months, the cap is the fees paid or payable for the first 12 months of that Order Form.
13.4 These limitations also apply in favour of a Party's employees, representatives, and agents.
14. Notices, Governing Law, and Venue
14.1 Contractual notices must be sent in text form to the other Party's notice, billing, or contract-administration contact. Notices to Kviklet may be sent to legal@kviklet.dev. Each Party must promptly notify the other of contact changes.
14.2 The Agreement is governed by German law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
14.3 If Customer is a merchant, legal entity under public law, or special fund under public law, the exclusive venue for disputes arising out of or relating to the Agreement is Berlin, Germany, unless mandatory law requires otherwise.
15. Online Version and General Terms
15.1 The Agreement version identified in an Order Form remains incorporated into that Order Form. Kviklet will keep that version available or retain an archived, reproducible copy. Publishing a new version does not by itself change an existing Order Form.
15.2 Kviklet may propose that a new Agreement version apply from a Renewal Term by notifying Customer in text form at least 30 days before the end of a one-year term or 21 days before the end of a one-month term and providing the new version or a link to it. Customer may prevent renewal under Section 8.2. Without timely notice or Customer's express acceptance, the existing version continues for the immediately following Renewal Term.
15.3 Customer may not assign the Agreement or an Order Form without Kviklet's prior consent in text form. Kviklet may assign the Agreement or an Order Form to an affiliate or to a successor in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes Kviklet's obligations.
15.4 Customer may set off claims or withhold payment only to the extent its counterclaim is undisputed, finally adjudicated, or arises from the same contractual relationship.
15.5 Amendments must be agreed in text form. Individual agreements take precedence as provided by law. The Agreement, the Order Forms, and incorporated schedules constitute the entire agreement regarding their subject matter and supersede prior proposals and discussions.