Univer Office SDK License Agreement (Business and Enterprise Editions)

This License Agreement (the “Agreement”) is entered into between Dream Number Co. Ltd (the “Licensor,” “we,” or “us”) and the legal entity or organization obtaining a license for the Business or Enterprise edition of Univer Office SDK (the “Licensee” or “Customer”). By downloading, integrating, deploying, or invoking the Business or Enterprise edition of Univer Office SDK, the Customer agrees to be bound by all terms of this Agreement.

The open-source Community edition of Univer Office SDK is licensed under the Apache License 2.0. Commercial licenses for the Business and Enterprise editions are governed by this Agreement, not by the Apache License 2.0. The Customer's purchase order specifies whether the purchased license is for the Business or Enterprise edition.

1. Definitions

1.1 “Univer Office SDK” means the integrated office runtime SDK developed by the Licensor. It supports frontend embedding, server-side rendering, collaborative editing, file import and export, and AI Agent workflows, and includes source packages, binary packages, plugins, a CLI, documentation, examples, backend conversion services, and related components.

1.2 “Business License” means a paid, non-exclusive commercial license for self-hosted use. It is subject to limits on Authorized Domains, Concurrent Sessions, and File Exports, and permits only one server-side deployment instance of each of the collaboration and file import/export services, as specified in Section 2.2. Multi-instance scaling, load balancing, and automatic failover deployments for these services require an Enterprise license. Advanced one-to-one technical support must be purchased separately.

1.3 “Enterprise License” means a paid, non-exclusive commercial license for self-hosted use. It is subject only to restrictions on Authorized Domains, with no limits on Concurrent Sessions or File Exports. It natively supports distributed deployment and includes advanced one-to-one technical support.

1.4 “Authorized Domains” means the main domain identified in the order or License Key and all of its subdomains at every level. One license covers one main domain. For example, a license for example.com also covers app.example.com, customer1.example.com, and their subdomains. Unless otherwise agreed by the parties in writing, different main domains require separate licenses. Distributing the SDK as part of the Customer Application does not extend this domain coverage.

For Business, all covered domains share the license's Concurrent Session and File Export allowances. Enterprise is not subject to Concurrent Session or File Export limits, as specified in Section 2.3. Domain coverage does not expand the deployment rights of the licensed edition. After license issuance, changes to the main domain require the Licensor's prior written approval.

For desktop or local Customer Applications that do not use a domain, or applications using custom URI schemes or other special access methods, the Customer must consult the Licensor before deployment and separately agree on the license scope and deployment method in writing through an order or other written agreement. These uses are not automatically covered by an existing domain authorization. The Service Term, deployment restrictions, and applicable usage limits of the licensed edition continue to apply.

1.5 “Customer Application” means the Customer's own application, product, or service developed using or integrated with the SDK, including SaaS and multi-tenant services, internal business systems, Agent-based products and services, and desktop, local, or offline Office applications.

1.6 “Concurrent Sessions” means independent instances actively participating in collaborative editing. Each instance uses one connection on its first successful submission. Opening documents, read-only access, and editing without collaboration do not count. Each submission resets a two-minute timer. The connection is released after two minutes without a submission, or when the instance closes or disconnects. A later submission requires acquiring a connection again. This usage limit applies only to the Business edition.

1.7 “File Exports” means export conversions successfully completed and recorded by the SDK. Each successful conversion counts once. Reading or downloading an existing exported file again does not count; another successful conversion counts again, even if the input content is unchanged. Conversions that fail or do not pass license checks do not count. Imports and native saves do not count. Once a conversion has been successfully counted, subsequent failures in saving, uploading, or downloading the file do not reverse the count. The File Export allowance applies only to the Business edition.

1.8 “Open-Source Components” means third-party open-source dependencies incorporated into the SDK, which are subject to their respective open-source licenses.

1.9 “Service Term” means the license validity period specified in the license order. Subscription licenses are renewed monthly or annually.

1.10 “License Key” means a key file or string used to verify the validity of a license, bound to the Authorized Domains and licensed edition.

2. License Grant

2.1 Subject to the Customer's full payment of license fees and continued compliance with this Agreement, the Licensor grants the Customer a non-exclusive, non-transferable, non-sublicensable right of use, unless otherwise authorized by the Licensor in writing, to:

• Integrate, deploy, and run Univer Office SDK within the Authorized Domains specified in the order.
• Develop, distribute, and provide Customer Applications, whether free or paid and under the Customer's own brand, with integrated office document capabilities for internal users or external customers.
• Extend the SDK with custom plugins, formulas, rendering components, and business logic.

The Customer may provide the features of a Customer Application through its user interface, APIs, command-line interfaces, or Agent tool interfaces, including MCP. These delivery methods do not, by themselves, constitute standalone resale or sublicensing of the SDK. Distribution of SDK components as part of a Customer Application is permitted within the licensed scope; it does not grant end users independent rights to extract, integrate, redistribute, or sublicense the SDK itself. For applications without a domain, Section 1.4 applies.

2.2 Additional restrictions for the Business edition:

• Concurrent Sessions are limited to the maximum specified in the order. When capacity is full, instances that already hold a connection may continue collaborative editing and submitting changes. Only instances that need to acquire or reacquire a connection are affected. Opening documents, read-only access, and editing without collaboration remain available.
• File Exports are subject to a separate monthly allowance specified in the order. The allowance resets monthly, with periods measured from the license issuance time in UTC. Unused exports do not roll over, including under annual licenses. When a newly issued license replaces an existing license, including after an upgrade, export usage starts at zero with the full monthly allowance specified in the new license. Its monthly export periods run from the new license's issuance time, rather than the previous license's monthly cycle. An upgrade does not change the original license expiration date.
• Once the File Export allowance is exhausted, new export conversions are unavailable until the allowance resets or the Customer upgrades the license. No additional Free Trial allowance is available while the Business license remains valid. Imports, editing, and native saves remain available. Reaching the Concurrent Session limit does not itself restrict imports or exports, and exhausting the File Export allowance does not affect collaborative editing connections.
• The Business license permits one server-side deployment instance of the collaboration service and one server-side deployment instance of the file import/export service under the same license. These instances may run on the same server or on two separate servers within the Authorized Domains. Separating these services does not constitute a multi-node distributed deployment.
• The Business license does not cover multi-instance scaling, load balancing, or automatic failover deployments for either service. Such deployments require an Enterprise license.
• The Customer determines and is responsible for its database architecture, node count, backups, and disaster recovery arrangements. These database arrangements are not subject to the service instance or server limits in this section.

2.3 Additional capabilities of the Enterprise edition:

• Usage within the Authorized Domains is not subject to limits on Concurrent Sessions or File Exports.
• Distributed deployment is natively supported.
• Actual capacity and performance depend on the Customer's server resources, document complexity, and deployment architecture.

2.4 General license restrictions applicable to both Business and Enterprise editions:

• The Customer must not separately sell, rent, or sublicense Univer Office SDK itself as a standalone SDK product or development toolkit, including a renamed, rebranded, or repackaged version of the SDK. The Customer Application rights under Section 2.1 remain permitted.
• The Customer must not reverse engineer, decompile, or unpack the SDK, except as expressly permitted by mandatory provisions of applicable law.
• Customers who have not purchased a Business or Enterprise license must not remove or obscure the Licensor's copyright markings, watermarks, or copyright notices.
• The Customer must not use the SDK outside the Authorized Domains specified in the order.

2.5 Community edition under Apache License 2.0: The Customer may use the Community edition free of charge. It does not include Business or Enterprise technical support, the commercial conversion backend, patches exclusive to private deployments, or compliance audit services.

3. Fees and Payment

3.1 License fees are specified in the order or quotation agreed between the parties and distinguish between the Business and Enterprise editions. They cover the base SDK license and any selected value-added services, such as advanced one-to-one technical support, custom development, implementation, or training. The base SDK license fee includes the version update entitlements described in Section 7.3. Business customers requiring advanced one-to-one technical support must purchase it separately as a value-added service. Enterprise licenses include advanced one-to-one technical support and do not require a separate purchase.

3.2 Subscription model: Monthly or annual fees are payable in advance. If the license is not renewed before expiry, the license for the relevant edition automatically becomes invalid, and the SDK automatically returns to Free Trial mode, with watermarks and trial feature and usage limits. The Free Trial export allowance continues to reset on its own monthly cycle; commercial license expiry does not trigger an additional reset. The Customer must renew and replace the License Key to continue commercial production use.

3.3 Fees exclude server resources, cloud bandwidth, third-party storage, CDN services, and traffic charges arising from the Customer's business operations.

3.4 Upon receipt of the license fees, we will provide the License Key and instructions for installing and activating the SDK.

3.5 The Customer must use the corresponding License Key to activate Univer Office SDK components. Each License Key is bound to the licensed edition and Authorized Domains and may be used only for the licensed use cases specified in the order.

3.6 Refund policy: The Customer may use Free Trial before purchasing to evaluate functionality, file compatibility, and suitability for its deployment. Except as required by mandatory provisions of applicable law or otherwise agreed by the parties in writing, license fees paid for a license are non-refundable once that license has been issued. Failure to activate or use the license, or discontinuing its use before expiry, does not change this rule.

This provision does not exclude the Licensor's liability for refunds or other remedies arising from its breach of contract under applicable law. Cancellation and refunds for separately purchased advanced support, custom development, and other value-added services are governed by the relevant service order or written agreement. Duplicate charges and payments for which no license was issued are subject to separate investigation and resolution, rather than the rule for issued licenses.

4. Intellectual Property

4.1 All copyrights, patent rights, trademarks, and trade secrets in Univer Office SDK belong to Dream Number Co. Ltd.

4.2 Intellectual property rights in the Customer's custom business code, document content, and end-user data belong to the Customer or its users. The Customer must not use our trademarks as the primary identifying mark of its own products.

4.3 The Licensor may incorporate requirements, bug reports, and suggestions for improvement submitted by the Customer into future SDK releases without charge or additional license fees.

5. Customer Responsibilities and Obligations

5.1 Lawful use within the licensed scope: The Customer must use the SDK within the Authorized Domains, licensed edition and product scope, and any applicable Concurrent Session and File Export limits specified in this Agreement. The Customer must not use the SDK beyond that scope or for purposes that violate applicable laws or infringe third-party rights. Usage limits apply only where imposed by the relevant licensed edition.

5.2 No unauthorized reverse engineering or source code acquisition: Except as permitted by mandatory provisions of applicable law, the licenses applicable to Open-Source Components, or the express rights under Section 11, the Customer must not reverse engineer, decompile, disassemble, or unpack the SDK, or attempt to obtain its non-public source code without authorization.

5.3 Copyright and proprietary notices: Customers that have not purchased a Business or Enterprise license must not remove, obscure, or alter copyright notices, watermarks, copyright markings, or the Licensor's trademarks included in the commercial SDK. This clause does not alter the rights or obligations applicable to Open-Source Components under their own licenses.

5.4 No standalone resale or sublicensing: The Customer must not separately sell, rent, lend, sublicense, distribute, or otherwise provide the SDK itself to third parties as an independent SDK product or development toolkit, including by renaming, rebranding, modifying, or repackaging it for that purpose. This restriction does not prohibit developing, distributing, or charging for Customer Applications, including applications and services delivered through the interfaces described in Section 2.1. Normal customization, plugin development, interface changes, and application integration permitted under this Agreement remain allowed. Including SDK components in a permitted Customer Application distribution does not, by itself, constitute standalone distribution of the SDK. The licensed scope under Section 1.4 and the source code delivery and third-party maintenance rights in Section 11 remain applicable.

5.5 Safeguarding License Keys: The Customer must take reasonable measures to safeguard License Keys against disclosure, loss, and unauthorized transfer. The Customer is responsible for consequences caused by its failure to take those measures. This does not exclude liabilities that the Licensor must bear under applicable law or this Agreement.

5.6 Self-hosted environment and data: The Customer is responsible for deployment, operation, server resources, networks, and maintenance of its self-hosted environment, and for backups, security, and access controls for its business data. During normal operation of the self-hosted SDK, the Licensor does not access, hold, or store the Customer's business data through the SDK. Materials that the Customer separately chooses to provide for technical support are handled subject to the applicable confidentiality obligations and the parties' agreement.

5.7 Responsibility for content: The Customer is responsible for its business applications developed using the SDK, document content uploaded or processed through the SDK, and its end users' use of those applications. The Customer must ensure lawful use and must not use the SDK for unlawful, infringing, pornographic, fraudulent, or similar activities.

5.8 Cooperation with license verification: The Customer must cooperate with verification of compliance with the Authorized Domains and any applicable Concurrent Session and File Export limits. License compliance reviews must follow the procedure and information limits in Section 10.1. The Customer must not interfere with, circumvent, or falsify license checks. This obligation applies according to the licensed edition and does not introduce usage limits where this Agreement provides none.

5.9 Cooperation with technical support: When submitting a technical support ticket, the Customer must reasonably cooperate by providing necessary information, including the SDK version, reproduction steps, logs, and a minimal reproducible demo. Missing information will delay support, as described in Section 7.6.

5.10 Customer-developed extensions and deployment responsibilities: Business customers are responsible for the stability, performance, and data consistency of their own extensions, application code, and deployment configuration. The separation of collaboration and file import/export services permitted by Section 2.2 remains authorized. The Licensor does not assume responsibility for issues caused by those customer-developed components or the Customer's infrastructure; its obligations concerning native SDK defects and agreed technical support under Section 7 remain applicable. This clause does not authorize distributed deployment outside the scope of Section 2.2.

6. Liability for Breach

6.1 Notice, remediation, and termination: For a breach capable of remedy, the Licensor must first give written notice identifying the breach, the required corrective action, and a reasonable remediation period proportionate to the nature of the breach and the work needed to remedy it. If the Customer fails to remedy the breach within that period, the Licensor may terminate the licenses affected by the breach by written notice. A remediation period does not authorize continued use outside the licensed scope.

For intentional unauthorized provision of the SDK itself under Section 6.2, other intentional material infringement of the Licensor's intellectual property rights, or deliberate circumvention of license restrictions, the Licensor may terminate the affected licenses with immediate effect by written notice without first providing a remediation period. This does not limit any immediate action required by applicable law. Refund matters remain governed by Section 3.6.

6.2 Unauthorized provision of the SDK itself: Each of the following constitutes a material breach:

1. Separately selling, renting, lending, distributing, or forwarding the SDK itself as an independent SDK product or development toolkit, including a renamed, rebranded, modified, or repackaged version offered for that purpose.
2. Granting third parties, external customers, or partners independent rights to extract, integrate, redistribute, or sublicense the SDK itself beyond the rights granted under this Agreement.

Developing, distributing, or charging for Customer Applications, including SaaS, internal systems, Agent-based products and services, and desktop or local Office applications, is not prohibited by this clause when within the licensed scope under Sections 1.4 and 2.1. Providing their features through user interfaces, APIs, command-line interfaces, or Agent tool interfaces does not, by itself, trigger the standalone SDK restrictions or contractual damages in this clause. The source code delivery and authorized third-party maintenance arrangements under Section 11 also remain permitted.

If the Customer intentionally engages in the unauthorized conduct described in this clause, the Licensor may immediately terminate the affected licenses by written notice under Section 6.1 and claim contractual damages for each violation equal to five times the applicable license fee base defined below. Other breaches of this clause are subject to the notice and remediation procedure in Section 6.1 and any recoverable losses under Section 6.3. Refund matters remain governed by Section 3.6. If the contractual damages are insufficient to cover recoverable actual losses, the Customer must compensate the difference, subject to the rule against duplicate recovery below.

6.3 Direct losses and enforcement costs: If the Customer's breach causes loss to the Licensor, the Customer must compensate all direct losses, including lost license fees and reasonable costs of investigation, evidence collection, notarization, legal representation, litigation, travel, and other enforcement activities, subject to the rule against duplicate recovery below.

6.4 Use outside the authorized scope: If the Customer intentionally uses the SDK outside the Authorized Domains, applicable Concurrent Session or File Export limits, or the licensed edition and product scope, or fails to correct such unauthorized use within the reasonable remediation period specified under Section 6.1, the Customer must pay contractual damages equal to twice the applicable license fee base defined below. An unintentional breach corrected within that period does not trigger this multiplier; any unpaid license fees and recoverable losses remain subject to Section 6.3 and the rule against duplicate recovery below. If the contractual damages are insufficient to cover recoverable actual losses, the Customer must compensate the difference. Reaching a usage limit, with the SDK restricting new connections or exports as described in Section 2.2, does not by itself constitute unauthorized use. Enterprise remains exempt from Concurrent Session and File Export limits under Section 2.3.

6.5 Intellectual property infringement: If the Customer infringes the Licensor's intellectual property rights, including through unauthorized reverse engineering, decompilation, unpacking, removal or obscuring of copyright notices or watermarks, or standalone resale, rental, or sublicensing of the SDK, the Customer must immediately stop the infringement, destroy infringing copies of the SDK, and compensate the resulting losses, subject to the rule against duplicate recovery below. For serious infringement, the Licensor may pursue the remedies available under applicable law.

6.6 Unlawful use and third-party claims: The Customer is responsible for liabilities arising from its unlawful or infringing use of the SDK. If that use results in third-party claims or administrative penalties against the Licensor, the Customer must compensate the Licensor for the resulting losses that are recoverable under applicable law. These losses may include damages, fines, legal fees, and reputational harm. The same loss must not be compensated more than once.

Calculation of contractual damages: The license fee base under Sections 6.2 and 6.4 is the normal SDK license fee attributable only to the unauthorized portion of use during the actual period of the violation. It excludes fees for authorized use, unrelated orders, periods outside the violation, and separately priced support or other value-added services. The rate is determined by the relevant agreed order or written quotation or, where neither specifies an applicable rate, the Licensor's published standard rate in effect during the violation. Fees for a partial billing period are prorated to the actual duration. The unauthorized scope, duration, and applicable rate must be supported by verifiable records. This calculation does not grant rights to provide the SDK itself in violation of Section 6.2.

Counting violations and avoiding duplicate recovery: A continuous course of the same conduct within the same unauthorized scope counts as one violation. Repeated technical calls, document operations, downloads, or retries within that course of conduct do not each constitute a separate violation. Separate and independent conduct may be counted separately, without charging more than once for the same unauthorized use over the same period.

If the same conduct falls under both Sections 6.2 and 6.4, only the higher of the two contractual damages amounts applies; they are not added together. No loss may be compensated more than once under this section. Amounts recovered for a loss must be credited against other claims for that same loss. If recoverable actual losses exceed the applicable contractual damages, only the uncompensated difference may be recovered in addition.

7. Support and Maintenance

7.1 The Licensor provides technical support to paying Business and Enterprise customers. The Community edition does not include committed technical support. Support covers only defects native to Univer Office SDK itself, issues with official examples, and questions about SDK API usage. It excludes troubleshooting or fixes for issues caused by the Customer's own business code, servers, network environment, third-party components, or operational activities.

7.2 Support levels and response times (business days, 03:00–10:00 UTC, excluding statutory public holidays):

(1) Standard support is included with the base Business license and does not apply to the Enterprise edition. Support is available only by email or messages within the ticketing system:

• P0 — Critical blocking defect: Core SDK capabilities are completely unavailable, and no workaround exists. Response within 24 hours, with continued follow-up.
• P1 — Major defect: Core SDK functionality is impaired, but a workaround exists. Response within 48 hours.
• P2 — General defect or inquiry: Issues with secondary features, usage questions, or documentation questions. Response within 72 hours.

(2) Paid advanced one-to-one technical support: Business customers must purchase this level separately as a value-added service, with a dedicated Discord group for one-to-one support. Enterprise licenses include this level without a separate purchase. Service hours are 03:00–13:00 UTC on business days, excluding statutory public holidays. These tickets take priority over standard support tickets:

• P0 — Critical blocking defect: Core SDK capabilities are completely unavailable, and no workaround exists. Response within 6 hours, with continued follow-up.
• P1 — Major defect: Core SDK functionality is impaired, but a workaround exists. Response within 24 hours.
• P2 — General defect or inquiry: Issues with secondary features, usage questions, or documentation questions. Response within 48 hours.
• P3 — Suggestions for improvement or new feature requests: An assessment will be provided within 3 business days. No implementation timeline is committed.

If advanced support purchased by a Business customer expires without renewal, support automatically reverts to standard support. Neither support level includes troubleshooting of the Customer's business code, servers, networks, or third-party components.

7.3 Version updates, compatibility, and maintenance: During the Service Term, the license fees include major releases, minor releases, and patches officially released during that term for the licensed products. This entitlement does not require the separate purchase of advanced support. The Customer is responsible for scheduling and carrying out upgrades and deployment.

The SDK uses major.minor.patch version numbers. Minor releases and patches within the same major version maintain backward compatibility for officially released, publicly documented stable APIs. Major releases may introduce breaking changes; the Licensor will seek to minimize them and document their compatibility impact and migration steps in the release notes. Preview and experimental APIs are excluded from this compatibility commitment. Critical security fixes may require incompatible changes, which will be explicitly disclosed in the release notes.

Bug fixes and security updates are provided through subsequent official releases. Any changes to maintenance coverage for major versions will be announced in advance through official channels.

7.4 Support delivery: Standard support is provided only through the ticketing system and email. Advanced one-to-one technical support additionally includes a dedicated Discord group and priority scheduling. On-site implementation, remote managed operations, and custom development are value-added services requiring a separate order.

7.5 Technical support under this Agreement is a commitment to a response from our personnel; it is not a guarantee of the availability of the Customer's self-hosted deployment. The Customer is responsible for its servers, networks, resource configuration, and operations. No compensation is payable based on interruption of the Customer's own services. If the Licensor fails to respond to a ticket within the agreed time, the parties may negotiate compensation, such as additional technical consultation hours.

7.6 When submitting a support ticket, the Customer must cooperate by providing necessary information, including the SDK version, reproduction steps, logs, and a minimal reproducible demo. Missing information will delay support.

8. Term and Termination

8.1 Subscription licenses: The license term begins on the date payment takes effect and ends on the expiry date specified in the order.

8.2 Expiry and termination for breach: Expiry without renewal is governed by Section 3.2. Termination for breach, including unlawful use of the SDK, is governed by the notice, remediation, and immediate termination rules in Section 6.1. Any refund matters are governed by Section 3.6.

9. Disclaimer and Limitation of Liability

9.1 The SDK is provided “as is,” without any guarantee that it will be free of defects or operate without interruption. All deployments under this Agreement are self-hosted by the Customer, which bears the risks of deployment and operation.

9.2 To the maximum extent permitted by law, the Licensor's aggregate liability shall not exceed the amount paid by the Customer for the current order. The Licensor is not liable for indirect losses, loss of profits, or losses arising from business interruption.

9.3 The Customer is responsible for ensuring that businesses developed using the SDK and uploaded document content comply with applicable laws and regulations. The SDK must not be used for unlawful, infringing, pornographic, fraudulent, or similar activities. The Customer bears full responsibility for all content.

10. Audit, Confidentiality, and Other Provisions

10.1 Offline licensing and license compliance reviews

Commercial licenses are configured and validated locally in the Customer's deployment environment. The SDK does not require an internet connection for license validation at runtime and does not report telemetry.

The Licensor may request in writing that the Customer reasonably cooperate with a review of its license use. The review is based on necessary information provided by the Customer, such as Authorized Domains or the agreed scope of applications and deployments without a domain, deployment descriptions, and applicable usage summaries. Such information may be used solely to confirm compliance with the license scope agreed in this Agreement. Usage reviews apply only to licenses subject to the relevant usage limits.

The review does not require the Customer to grant remote access to its systems or to provide document contents or other information unrelated to license compliance.

10.2 Confidentiality

Both parties must keep confidential the negotiations concerning this Agreement, SDK source code, unreleased versions, and pricing information.

10.3 Dispute resolution

Any dispute arising from this Agreement shall first be resolved through amicable negotiations. If negotiations fail, either party may bring proceedings before a court of competent jurisdiction in the Hong Kong Special Administrative Region.

11. Continued Use Safeguards and Source Code Delivery

11.1 Triggering events

The source code delivery mechanism under this section applies if any of the following events causes the Licensor to permanently discontinue development and maintenance of the Business or Enterprise edition of Univer Office SDK under this Agreement, with no successor assuming the relevant obligations:

1. The Licensor ceases operations or terminates the relevant business due to dissolution, liquidation, bankruptcy, or similar circumstances.
2. The Licensor announces in writing that it will permanently discontinue development and maintenance of the relevant product.
3. The Licensor in fact permanently discontinues development and maintenance of the relevant product for other reasons.

Normal version updates, the announced end of maintenance for older versions, temporary service interruptions, and expiry or lawful termination of the license or support services under this Agreement do not, by themselves, constitute triggering events under this section. A merger, division, restructuring, or business transfer involving the Licensor also does not constitute a triggering event if a successor continues to fulfill the relevant obligations.

11.2 Eligible customers

A Licensee that meets all of the following conditions on the date of the triggering event is entitled to obtain the corresponding source code and maintenance license under this section:

1. Its purchased technical support and maintenance services remain within their validity period.
2. It has paid all fees due in accordance with the Agreement.
3. Its relevant commercial license is lawful and valid.

The Licensor must verify and confirm eligible customers based on contracts, payment records, and license records. Eligibility is determined by the Customer's status on the date of the triggering event and is not affected by expiry of the support service term during subsequent verification or delivery.

11.3 Notice and delivery methods

Within thirty (30) calendar days after the triggering event, the Licensor must complete an initial verification of eligible customers and notify eligible Licensees through the contact details specified in this Agreement, explaining the scope of source code delivery, the delivery method, and the receipt procedure.

Within sixty (60) calendar days after the triggering event, the Licensor must complete source code delivery or provide a means of access that complies with this Agreement through either of the following methods:

1. Deliver the source code and related technical materials directly to the Licensee.
2. After the triggering event, appoint a third-party escrow or delivery provider to hold the relevant materials and provide the Licensee with the access location, identity verification method, access credentials, and necessary instructions for obtaining the materials through that provider.

If a third party is used, the Licensor must ensure that eligible Licensees can actually obtain the agreed materials. The access window must remain open for at least ninety (90) calendar days after valid notice is delivered. If the third party fails to provide the materials as agreed, the Licensor remains responsible for fulfilling its delivery obligation through direct delivery or other reasonable means.

This section does not require the Licensor to establish a source code escrow arrangement before a triggering event, nor does it constitute a representation or warranty that a third-party escrow provider already exists or that the source code has already been placed in escrow. Source code delivery must not be conditional on the Licensee paying an additional source code license fee.

11.4 Scope of delivery

Delivery is limited to product versions for which the Licensee held a valid, paid license on the date of the triggering event, and updated versions that the Licensee is entitled to obtain under this Agreement and that the Licensor had officially released by that date.

The delivered materials include the relevant source code that the Licensor has the legal right to provide, together with the build scripts, dependency lists, and technical instructions necessary for personnel with the appropriate technical skills to reasonably build and maintain the software.

Third-party software and components are governed by their applicable license terms. Third-party code that cannot lawfully or contractually be delivered, account credentials, keys, personal information, and other customers' confidential information are excluded from delivery. For dependencies affecting the build or operation of the software, the Licensor must provide the necessary dependency information, lawful means of obtaining them, or descriptions of alternatives.

11.5 Maintenance license and use restrictions

After obtaining the source code, the Licensee may perform necessary copying, building, deployment, compatibility adaptation, and defect fixes solely to ensure the continued operation of the originally licensed software within the scope of this Agreement. The Licensee may also engage a third party to perform this work in accordance with Section 11.6.

This section does not expand the products, purposes, customer quotas, deployment scope, or license term permitted under the original Agreement. The Licensee must not rely on this section to make new sales of, independently distribute, or sublicense the relevant source code. Where the original Agreement expressly permits product integration and deployment for end customers, the Licensee may deliver maintained object code within the original licensed scope but must not provide source code to end customers.

The maintenance license remains valid while the original commercial license is lawful and valid and does not automatically terminate upon expiry of the technical support and maintenance services.

11.6 Confidentiality, prohibition on open-sourcing, and third-party maintenance

Intellectual property rights in the delivered source code and related technical materials remain with the Licensor or the relevant rights holders. Source code delivery does not constitute a transfer of intellectual property rights, an open-source license, or permission for uses outside this Agreement.

Without the Licensor's prior written consent, the Licensee must not, in whole or in part, publicly disclose, release as open source, or upload to any code repository, download platform, or other channel accessible to unspecified third parties the source code and related technical materials it obtains, or any modifications or derivative code containing or based on that source code. The Licensee must not circumvent these restrictions by splitting, renaming, converting the form of, or otherwise altering the materials.

If the Licensee engages a third party for maintenance, it must limit disclosure to the portions necessary to perform that work and first require the third party to accept written confidentiality and use restrictions that are no less protective than this Agreement. The third party must not use the materials for other customers, other products, or its own commercial purposes, publicly disclose or release them as open source, or subcontract the work without authorization. The Licensee is responsible under this Agreement for the third party's breaches of these obligations.

This section does not alter the existing license obligations applicable to third-party open-source components or restrict disclosures required by law. For legally required disclosure, the Licensee must, to the extent permitted by law, notify the Licensor in advance and limit disclosure to what is necessary. The confidentiality obligations and prohibitions on public disclosure and open-sourcing in this clause survive expiry or termination of this Agreement and completion of source code delivery.

11.7 Service and liability boundaries

This section is intended to ensure that eligible Licensees obtain the technical materials necessary to maintain the software themselves or through a third party. It does not constitute a commitment by the Licensor to continue providing development, upgrades, technical support, or defect fixes after a triggering event, nor does it release the Licensor from liabilities that have already arisen under applicable law or this Agreement.

The Licensee bears the corresponding responsibility for new issues and losses arising from its own or its appointed third party's modification, deployment, or use of the source code, except for liabilities that the Licensor must bear under applicable law or this Agreement.