APEX Humanoid Interface - Commercial License

This Commercial License Agreement governs use of the APEX Humanoid Interface source code, artwork, animations, sound systems, documentation and associated files (the "Software"). By purchasing, downloading, accessing or using the Software, you agree to this Agreement.

1. License Grant

Reznikov Engineering grants the Licensee a perpetual, non-exclusive, non-transferable commercial license to incorporate and modify the Software as part of one Commercial End Product. The Licensee may be one individual or one legal business entity. The Software is licensed, not sold.

2. Commercial End Product

A Commercial End Product is one substantially larger application, AI assistant, SaaS service, website, desktop/mobile application, installation or internal business application that incorporates the Software as one component and provides meaningful functionality beyond merely exposing or repackaging the APEX Humanoid Interface.

3. Permitted Uses

You may build one Commercial End Product; modify the Software and replace the artwork; integrate AI models, APIs, STT/TTS, agents, databases, tools and hardware; charge subscriptions, one-time fees or usage fees; use it internally in your organization; market the End Product; and allow employees/contractors to access the Software solely to develop and maintain that End Product.

There is no license-imposed limit on End Product revenue, customer count, user count or amount charged.

4. One Product

This license covers one distinct Commercial End Product. Web, desktop and mobile versions of substantially the same underlying product may be treated as one End Product. Separate unrelated products require separate Commercial Licenses or a Studio License.

5. Employees and Contractors

Employees and contractors may access the Software only as necessary to work on the licensed End Product for the Licensee. They receive no independent license and may not retain or reuse the Software for unrelated projects.

6. Client Work

This license does not allow an agency, freelancer or studio to reuse the Software across multiple client products. A client that will own the resulting application may purchase its own Commercial License, or the developer/agency may obtain a Studio License.

7. Redistribution Prohibited

You may not sell, sublicense, publish, share, redistribute, resell repository access, or distribute the Software as a reusable template, starter kit, boilerplate, UI kit, component library, design system, SDK, source-code product, marketplace asset or competing humanoid-interface product.

8. SaaS Allowed; Extraction Not Allowed

Customers may interact with the Software as part of a compiled, hosted or deployed End Product, but may not be given the ability to extract, download or reuse the underlying source code or artwork. A builder, generator, white-label platform or system that lets customers export reusable derivatives requires an Enterprise/OEM agreement.

9. Modifications

You may substantially modify the Software. Modification does not create redistribution rights. Changes to code structure, colors, branding, artwork, effects or animations do not convert the Software into a redistributable source-code product.

10. APEX Brand

No rights are granted to the APEX name, APEX logo, Reznikov Engineering branding, product identities, trademarks or trade dress. Your product must use its own identity. You may truthfully state that it uses or was built with the APEX Humanoid Interface.

11. Ownership

Reznikov Engineering retains ownership of the underlying Software and original APEX assets. The Licensee retains ownership of independently created application logic, data, integrations, branding and content.

12. Third-Party Components

Third-party components remain governed by their own licenses and terms. See THIRD_PARTY_NOTICES.md.

13. Privacy and Device Permissions

Optional functionality may access camera or microphone after user permission. Hand tracking uses Google MediaPipe. The Licensee is responsible for applicable privacy notices, consent mechanisms and policies.

14. No Warranty

The Software is provided "as is" without warranties of any kind to the maximum extent permitted by applicable law.

15. Limitation of Liability

To the maximum extent permitted by law, Ruben Mouradian and Reznikov Engineering will not be liable for indirect, incidental, consequential, special, lost-profit, lost-data or business-interruption damages arising from the Software.

16. Termination

Material violation of this Agreement may terminate the rights granted. Unauthorized redistribution, resale or sublicensing is a material violation.

17. Upgrade

A Commercial License may be upgraded to Studio or Enterprise/OEM under terms offered by Reznikov Engineering.

18. Reservation of Rights

All rights not expressly granted are reserved by Ruben Mouradian / Reznikov Engineering.

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