# SETTLEMINT COMMERCIAL CUSTOMER SOURCE LICENSE

**("License")**

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## TL;DR (NON-BINDING SUMMARY)

- You may view, fork, modify, and run this code ONLY while you have an active, paid contract with SettleMint.
- You may use it internally (cloud, on-prem, or hybrid) only as agreed in your contract.
- You may NOT resell it, offer it as a service, publish it, or use it to build or operate a competing product.
- When your contract ends, your right to use the software ends immediately. You must stop all deployments and delete active copies.
- This is NOT open source.

*This summary is informational only. The legal terms below control.*

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Copyright © 2025 SettleMint NV
All rights reserved.

This License governs the use of the Software (as defined below) and is a proprietary, source-available license. It is not an open-source license.

By accessing, copying, modifying, or using the Software, You agree to be bound by this License and confirm that You are a Customer with an Active Contract.

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## 1. DEFINITIONS

**1.1 "Licensor"**
SettleMint NV, a company incorporated under Belgian law, or any affiliated entity explicitly identified in the applicable Commercial Agreement.

**1.2 "Customer" or "You"**
The legal entity that has entered into an Active Contract with Licensor and whose employees or contractors access or use the Software.

**1.3 "Commercial Agreement"**
Any master services agreement, subscription agreement, order form, statement of work, or similar contract executed between Licensor and Customer governing commercial terms.

**1.4 "Active Contract"**
A Commercial Agreement that is in force, not terminated, and for which all undisputed fees due are paid.

**1.5 "Software"**
The source code, object code, build scripts, configuration files, documentation, and any other materials made available by Licensor in this repository, including all updates and modifications thereto.

**1.6 "Derivative Works"**
Any modification, adaptation, translation, or other work based on or incorporating the Software, as defined under Book XI of the Belgian Code of Economic Law.

**1.7 "Authorized Use"**
Use of the Software solely for Customer's internal business purposes and strictly within the scope permitted by the Active Contract.

**1.8 "Authorized Deployment"**
Any installation, environment, system, blockchain network, cluster, or runtime explicitly permitted under the Active Contract, whether cloud-based, on-premises, or hybrid.

**1.9 "Competitive Use"**
Any use of the Software or Derivative Works to develop, operate, market, or support a product or service that competes with Licensor's products or services, or that could reasonably substitute for them.

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## 2. LICENSE GRANT

**2.1 Conditional License Grant**
Subject to continuous compliance with this License and the existence of an Active Contract, Licensor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

(a) access and review the Software;
(b) copy the Software for internal use;
(c) modify the Software and create Derivative Works;
(d) deploy and run the Software and Derivative Works solely for Authorized Use and only in Authorized Deployments.

**2.2 Forking**
Customer may create private forks of the Software solely for Authorized Use. All such forks remain subject to this License.

**2.3 No Implied Rights**
No rights are granted except as expressly stated. All rights not expressly granted are reserved by Licensor.

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## 3. RESTRICTIONS

Customer shall not, directly or indirectly:

(a) use the Software without an Active Contract;
(b) deploy the Software outside Authorized Deployments;
(c) provide the Software or any Derivative Work as a service, platform, or product to third parties, unless explicitly permitted in writing;
(d) sublicense, distribute, sell, lease, or transfer the Software or any Derivative Work to any third party;
(e) engage in any Competitive Use;
(f) use the Software to benchmark, reverse-engineer, or analyze Licensor's products for competitive purposes;
(g) publish, disclose, or make publicly available the Software or any fork thereof;
(h) remove or obscure copyright, trademark, or proprietary notices.

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## 4. OWNERSHIP

**4.1 Licensor IP**
Licensor retains all right, title, and interest in and to the Software.

**4.2 Customer Modifications**
Customer retains ownership of original modifications it creates; however, Customer may not use, execute, deploy, or distribute any Derivative Work that includes or depends on the Software except as permitted under an Active Contract.

**4.3 Feedback and Contributions**
Any feedback, suggestions, or contributions provided by Customer may be used by Licensor without restriction. To the extent such contributions constitute copyrightable works, Customer grants Licensor a perpetual, worldwide, royalty-free, irrevocable license to use, modify, and distribute them.

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## 5. TERMINATION

**5.1 Automatic Termination**
This License automatically terminates upon termination or expiration of the Active Contract.

**5.2 Effect of Termination**
Upon termination, Customer must immediately:

(a) cease all use and deployment of the Software and Derivative Works;
(b) delete all running instances, binaries, containers, and deployments;
(c) destroy or delete all copies of the Software, except that one archival copy of source code may be retained solely for legal or compliance purposes.

No right to resume use or deployment survives termination.

**5.3 Survival**
Sections relating to ownership, restrictions, liability, governing law, and jurisdiction survive termination.

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## 6. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY BELGIAN LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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## 7. LIMITATION OF LIABILITY

To the maximum extent permitted by Belgian law, Licensor shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, data, or business interruption, even if advised of the possibility.

Nothing in this License limits liability that cannot be limited under mandatory Belgian law.

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## 8. GOVERNING LAW AND JURISDICTION

This License is governed by and construed in accordance with the laws of Belgium, excluding conflict-of-law rules.

Any dispute arising out of or in connection with this License shall be subject to the exclusive jurisdiction of the courts of Brussels.

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## 9. MISCELLANEOUS

**9.1 Entire Agreement**
This License, together with the applicable Commercial Agreement, constitutes the entire agreement regarding the Software.

**9.2 Conflict**
In case of conflict, the Commercial Agreement prevails.

**9.3 Severability**
If any provision is held invalid, the remaining provisions remain in full force.

**9.4 No Waiver**
Failure to enforce any provision does not constitute a waiver.

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**END OF LICENSE**
