This End User License Agreement (“EULA”) governs your use of the Convoy Enterprise software, including all container images, the Terraform module, command-line tools, and accompanying documentation (collectively, the “Software”), provided by Convoy AI Inc. (“Convoy”). By downloading, deploying, accessing, or using the Software, you (“Licensee”) agree to this EULA. If you are accepting on behalf of an entity, you represent that you have authority to bind it. If a signed Master SaaS Subscription Agreement(“MSA”) exists between Licensee and Convoy, that MSA governs and this EULA supplements it; in a conflict, the MSA controls.
1. License
Subject to this EULA, Licensee's payment of applicable fees, and Licensee's active entitlements, Convoy grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and run the Software within Licensee's own environment, for Licensee's internal business purposes, solely within the licensed tier, features, and usage limits (“Entitlements”), and in accordance with the documentation.
2. Restrictions
Licensee will not, and will not allow any third party to:
- copy the Software except as reasonably necessary to deploy and back up the licensed instance;
- distribute, sell, rent, lease, lend, host for third parties, or provide the Software as a service to third parties;
- reverse engineer, decompile, disassemble, decrypt, extract, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Software, including the contents of the container images, except to the extent applicable law expressly permits notwithstanding this restriction and after written notice to Convoy;
- modify, adapt, translate, or create derivative works of the Software, except configuration expressly permitted by the documentation and Terraform module;
- circumvent, disable, or interfere with the license-validation or entitlement-enforcement mechanisms, or operate the Software outside its Entitlements;
- remove, obscure, or alter any copyright, trademark, or other proprietary notice;
- use the Software in violation of applicable law or Convoy's Acceptable Use Policy; or
- use the Software to develop or operate a product or service that competes with Convoy.
3. License Validation and Compliance
The Software periodically validates Entitlements (for example, through the AWS Marketplace Entitlement Service). Licensee authorizes these checks and the transmission of limited license-validation and aggregate metering data to Convoy. If a valid entitlement is not present, the Software may, after any applicable grace period, operate in a reduced or disabled state. Convoy may verify Licensee's compliance with this EULA on reasonable notice; underpayment revealed by verification is payable, plus reasonable verification costs if the shortfall is material. Licensee will not falsify or interfere with metering or validation.
4. Ownership
The Software is licensed, not sold. Convoy and its licensors retain all right, title, and interest in and to the Software and all intellectual property therein, including all updates and derivative works. No rights are granted except as expressly stated.
5. Third-Party and Open-Source Components
The Software may include third-party and open-source components licensed under their own terms (for example, Temporal and other open-source projects). Those components are provided under, and your use is subject to, their respective licenses, which are identified in the documentation. Convoy provides no warranty or indemnity for third-party components except as required by their licenses or expressly stated in the MSA.
6. Support and Updates
Support and updates, if any, are provided as described in the MSA, the applicable Order Form, or the documentation. Convoy is not obligated to provide updates or support except as so stated. Updates provided are part of the Software and subject to this EULA unless accompanied by separate terms.
7. Term and Termination
This EULA is effective until the end of the applicable Subscription Term or until terminated. It terminates automatically if Licensee breaches any restriction in Section 2 or if Licensee's Entitlements lapse. On termination, Licensee will immediately cease all use of the Software and destroy all copies in its possession or control, and on request certify destruction in writing. Sections 2, 4, 5, 8, 9, 10, and 11 survive termination.
8. Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN THE MSA, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND CONVOY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ACCURACY. CONVOY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT MODEL OUTPUTS WILL BE ACCURATE OR FIT FOR ANY PURPOSE.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONVOY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS EULA. CONVOY'S TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR, WHERE A SIGNED MSA EXISTS, THE LIMITATION STATED IN THE MSA.
10. U.S. Government End Users; Export
The Software is “commercial computer software” and “commercial computer software documentation.” U.S. Government end users acquire only the rights stated herein. Licensee will comply with all applicable export-control and sanctions laws and will not export or re-export the Software in violation of them.
11. General
This EULA is governed by the laws of the State of Delaware, excluding conflict-of-laws rules, with disputes resolved as set out in the MSA or, absent an MSA, by binding individual arbitration seated in Wilmington, Delaware. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. This EULA, together with any MSA, Order Form, AUP, and documentation, is the entire agreement regarding the Software. Convoy may assign this EULA in connection with a merger or sale of assets. Questions: contact@cnvy.ai.