Terms of Use & License Agreement

1. Acceptance of Terms

By downloading, installing, accessing, or using Sulla Desktop, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use and our Privacy Policy. If you do not agree to these terms, do not use the Software.

If you are using the Software on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms, and your acceptance of these terms will be treated as acceptance by that organization.

2. License Grant

2.1 Personal Use License

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Software for your personal, non-commercial purposes on any device that you own or control.

2.2 Open Source License

Certain components of Sulla Desktop are licensed under the Apache License 2.0. The source code for these components is available at our GitHub repository. You may use, modify, and distribute these open source components in accordance with the Apache License 2.0, subject to the additional restrictions in this Agreement.

2.3 Proprietary Components

Certain components, features, and functionality of the Software are proprietary and not open source ("Proprietary Components"). These Proprietary Components are licensed, not sold, to you under this Agreement and remain the exclusive property of the Company.

3. Open Source Components

3.1 Acknowledgment

The Software includes certain open source components, including but not limited to components derived from or inspired by Rancher Desktop and other open source projects. These components are subject to their respective open source licenses.

3.2 Compliance

Your use of open source components must comply with their respective licenses. A list of open source components and their licenses is available in the Software documentation and our GitHub repository.

3.3 No Warranty for Open Source

Open source components are provided "AS IS" without warranty of any kind. We are not responsible for any issues arising from open source components.

4. License Restrictions

You may NOT:

• Remove, alter, or obscure any proprietary notices (including copyright and trademark notices)
• Reverse engineer, decompile, or disassemble the Proprietary Components
• Use the Software to develop a competing product or service
• Use the Software for any illegal or unauthorized purpose
• Violate any laws or regulations in your use of the Software
• Transmit any viruses, worms, defects, or harmful components
• Use the Software to infringe upon the rights of others

5. Commercial Use Restrictions

5.1 Prohibited Commercial Activities

You are expressly prohibited from:

• Reselling the Software: You may not sell, rent, lease, or sublicense the Software or access to the Software
• Commercial Service Provision: You may not use the Software to provide commercial services to third parties, including but not limited to:
  • Offering Sulla Desktop as a service (SaaS)
  • Charging others for access to or use of the Software
  • Creating a managed service around the Software
  • Using the Software as part of a commercial hosting service
• Enterprise Deployment for Profit: You may not deploy the Software in an enterprise environment and charge other departments, teams, or individuals for its use
• White-Labeling: You may not rebrand the Software and distribute it as your own product
• Creating Derivative Commercial Products: You may not create commercial products that are substantially based on or incorporate significant portions of our Proprietary Components

5.2 Permitted Commercial Activities

You MAY:

• Use the Software internally within your organization for your own business purposes (not for resale or service provision)
• Develop and sell plugins through our official Plugin Marketplace (subject to Section 6)
• Provide consulting services that involve implementing or configuring the Software for clients, provided the clients obtain their own licenses
• Create educational content or training materials about the Software

5.3 Enterprise License

For enterprise deployments or commercial use beyond what is permitted in this Agreement, please contact us at enterprise@sulladesktop.com for a commercial license.

6. Plugin Marketplace Terms

6.1 Plugin Development

You are encouraged to develop plugins and extensions for Sulla Desktop ("Plugins"). By submitting a Plugin to our marketplace, you agree to these additional terms.

6.2 Plugin Submission

To submit a Plugin to our marketplace:

• Your Plugin must be compatible with the current version of Sulla Desktop
• Your Plugin must not violate any third-party rights
• Your Plugin must include accurate descriptions and documentation
• Your Plugin must not contain malicious code or security vulnerabilities
• You must provide ongoing support and updates for paid Plugins

6.3 Revenue Sharing

For paid Plugins sold through our marketplace:

• Commission: We retain 30% of all Plugin sales as a marketplace fee
• Payment Processing: We handle all payment processing, customer billing, and refunds
• Payout Schedule: Developer proceeds are paid out monthly, subject to minimum thresholds
• Taxes: You are responsible for any taxes on your Plugin revenue

6.4 Free Plugins

Free Plugins may be distributed through our marketplace without any revenue sharing requirements. However, you may not use free Plugins to circumvent the commercial use restrictions by charging for "support" or "premium features" outside our marketplace.

6.5 Plugin License

By submitting a Plugin, you grant us a non-exclusive, worldwide, royalty-free license to:

• Distribute your Plugin through our marketplace
• Market and promote your Plugin
• Include your Plugin in bundled offerings
• Create backup copies for disaster recovery

6.6 Plugin Removal

We reserve the right to remove any Plugin from our marketplace that:

• Violates these terms or our Plugin guidelines
• Contains security vulnerabilities
• Infringes on third-party rights
• Receives excessive user complaints
• Is abandoned or unsupported by the developer

7. Intellectual Property

7.1 Ownership

The Software, including all Proprietary Components, and all related intellectual property rights are and shall remain the exclusive property of the Company and its licensors. Nothing in this Agreement transfers any ownership rights to you.

7.2 Feedback

If you provide us with any feedback, suggestions, or improvements regarding the Software ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our products and services without any obligation to you.

7.3 Trademarks

"Sulla," "Sulla Desktop," and our logos are trademarks of the Company. You may not use our trademarks without our prior written permission, except as necessary to refer to our Software in a factual, non-misleading manner.

8. Warranty Disclaimer

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE
• IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY
• THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED

9.1 Essential Purpose

The limitations in this section shall apply even if any remedy fails of its essential purpose.

9.2 No Liability for Third-Party Actions

We are not liable for any third-party plugins, integrations, or services used with the Software, even if they are distributed through our marketplace.

10. Termination

10.1 Termination by You

You may terminate this Agreement at any time by uninstalling the Software and ceasing all use.

10.2 Termination by Us

We may terminate or suspend your license immediately without notice if:

• You breach any provision of this Agreement
• You violate the commercial use restrictions
• You engage in any activity that harms or could harm us, our users, or the Software
• We are required to do so by law

10.3 Effect of Termination

Upon termination:

• Your license to use the Software immediately terminates
• You must cease all use of the Software and delete all copies
• Any Plugin marketplace agreements terminate
• Sections regarding intellectual property, warranty disclaimers, limitation of liability, and general provisions survive termination

11. General Provisions

11.1 Governing Law

This Agreement is governed by the laws of the State of Idaho, United States, without regard to conflict of law principles. Any disputes shall be resolved in the courts located in Garden City, Idaho.

11.2 Entire Agreement

This Agreement, together with our Privacy Policy, constitutes the entire agreement between you and the Company regarding the Software and supersedes all prior agreements.

11.3 Modifications

We may modify this Agreement at any time. We will notify you of material changes via email or through the Software. Your continued use after such modifications constitutes acceptance of the updated Agreement.

11.4 Severability

If any provision of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect.

11.5 No Waiver

Our failure to enforce any provision of this Agreement shall not be deemed a waiver of that or any other provision.

11.6 Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction.

11.7 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce.

12. Contact Information

For questions about this Agreement or to request a commercial license, please contact us at:

13. Special Provisions for Open Source

13.1 Apache 2.0 License

The open source components of Sulla Desktop are licensed under the Apache License, Version 2.0. You may obtain a copy of the Apache License at:

http://www.apache.org/licenses/LICENSE-2.0

13.2 Dual Licensing

Sulla Desktop uses a dual-licensing model:

• Open Source Components: Licensed under Apache 2.0 for personal and commercial use within the license terms
• Proprietary Components: Licensed under this EULA with commercial use restrictions

13.3 Contribution License

If you contribute code to the Sulla Desktop open source project, you agree to license your contributions under the Apache License 2.0 and grant us the right to use your contributions in our proprietary offerings.