CertiStack commercial license agreement

Version 1.0 — effective for subscriptions purchased on or after the date this page was last updated. This document governs the Homelab+, Team, and MSP Fleet subscriptions sold at certistack.dev/#licensing and any Enterprise Scale order that incorporates it by reference. It does not apply to the AGPLv3 Community Edition, which is governed solely by its own license; see the terms and governance page and the licensing FAQ.

1. Parties and acceptance

This Commercial License Agreement (the "Agreement") is between Clift Cloud LLC, a limited liability company organized under the laws of the State of Utah, United States ("Clift Cloud", "we", "us"), and the individual or entity that completes a purchase of a Subscription Tier or executes a separate Order (the "Customer", "you"). By completing checkout, entering a billing relationship for a Subscription Tier, or installing software licensed under it, you accept this Agreement on behalf of yourself or, if you act for an organization, on behalf of that organization, and you represent that you have authority to bind it.

2. Definitions

• "Software" means CertiStack Enterprise Edition: the certistackd management daemon, its embedded dashboard, HTTP API, entitlement enforcement, and related binaries distributed under a Subscription Tier, together with the accompanying Documentation. It does not include the CertiStack Community Edition, which is separately licensed under the AGPLv3.
• "Documentation" means the operations guide and other reference material Clift Cloud publishes or delivers for the Software.
• "Subscription Tier" means Homelab+, Team, or MSP Fleet as described on the pricing page at the time of purchase, or the scope stated in a separate Enterprise Scale Order.
• "Order" means the checkout transaction that establishes a Subscription Tier, or a separate written agreement Clift Cloud and Customer both sign for Enterprise Scale or negotiated terms; an Order incorporates this Agreement unless it expressly states otherwise for a conflicting term.
• "Subscription Term" means the period a Subscription Fee has been paid for (monthly or annual, as selected at purchase), renewing automatically under Section 6 unless cancelled.
• "Protected Workload" / "Environment" have the capacity meanings stated for each Subscription Tier on the pricing page in effect when the Order was placed.
• "License Key" means the signed entitlement file (license.lic) Clift Cloud issues to authorize use of the Software under a specific Subscription Tier.

3. License grant

Subject to the Customer's continuous compliance with this Agreement and timely payment of Subscription Fees, Clift Cloud grants Customer a non-exclusive, non-transferable, worldwide license, for the Subscription Term, to install and run the Software, up to the Protected Workload and Environment limits of the purchased Subscription Tier, solely for Customer's internal business operations or, for the MSP Fleet tier specifically, to deliver recovery-validation services to Customer's own clients within the tenant and capacity limits stated for that tier. This license is conditioned on installation of a valid, unexpired License Key; the Software independently enforces the limits and expiry of that key. The Protected Workload and Environment limits apply to the Subscription as a whole, across every installation of the Software, not to each installation separately.

Optional usage reporting. Each installation of the Software can see only its own usage. If Customer turns on usage reporting, each installation sends Clift Cloud its License Key, a randomly generated installation identifier, the Software version, and two numbers: the Protected Workloads and Environments it used in the preceding 30 days (see Section 13). For any period Customer reports usage this way, Clift Cloud (a) accepts the reported numbers as Customer's usage record and will not request a license-compliance audit or usage certification for that period, and (b) if the reports show usage above the purchased limits, will notify Customer and allow 30 days to reduce usage or move to a larger Subscription Tier before any change in fees, and will not charge fees retroactively for that period. A Customer that does not report usage remains bound by the same limits and may be asked to certify its usage at renewal.

This Agreement grants no license under the AGPLv3 and no right to the Community Edition source code beyond what the AGPLv3 itself grants to anyone. It grants no right to sublicense, resell, or redistribute the Software itself (as distinct from the recovery-validation services Customer performs using it), except as Clift Cloud separately agrees in writing.

4. Restrictions

Customer will not, and will not permit any third party to:

• use the Software beyond the Protected Workload, Environment, or tenant limits of the purchased Subscription Tier;
• reverse engineer, decompile, or disassemble the Software, except to the extent applicable law makes this restriction unenforceable;
• remove or obscure any proprietary notice in the Software or Documentation;
• use the Software to build a competing disaster-recovery validation product or service offered to third parties, other than the Customer's own recovery-validation services permitted under Section 3 for the MSP Fleet tier;
• share a License Key or download credential outside Customer's own organization, or attempt to circumvent the entitlement or download-authorization mechanisms described in the Documentation;
• use the Software in a manner that violates applicable law, including export control and sanctions law (Section 12).

5. Fees and payment

Subscription Fees are billed through Stripe, in advance, for the billing interval selected at purchase (monthly or annual). Stripe processes payment; Clift Cloud does not receive or store card details. Fees exclude taxes; Customer is responsible for any sales, use, VAT, or similar tax other than taxes on Clift Cloud's net income. Clift Cloud may change Subscription Fees for a future renewal term with at least 30 days' notice to the email address on file; continued use after a fee change takes effect constitutes acceptance of the new fee for the next renewal.

6. Term, renewal, cancellation, and refunds

A Subscription Term begins when payment is confirmed and continues for the selected billing interval, renewing automatically for successive terms of the same length until cancelled. A License Key is valid through the end of the paid Subscription Term and is reissued automatically at each successful renewal.

Customer may cancel at any time; cancellation stops future renewals and does not revoke a License Key already issued, which continues to function until its stated expiry. Monthly subscriptions are not refunded for the remainder of the current month. Annual subscriptions may be refunded in full within fourteen (14) days of the initial purchase of that annual term; after that window, the term is not refundable and access continues through its paid period. Requests go to licensing@certistack.dev.

Clift Cloud may suspend or terminate this Agreement for uncured material breach (Section 10) or for non-payment after reasonable notice and a cure period of at least 10 days.

7. Support

Support for a paid Subscription Tier is provided on a commercially reasonable, best-effort basis by the channel described on the pricing page or in the Documentation at the time of purchase. No specific response-time or uptime commitment applies unless stated in a separate signed Order. This Agreement does not itself create a service-level agreement.

8. Proprietary rights

As between the parties, Clift Cloud and its licensors own all right, title, and interest in and to the Software, the Documentation, and any Clift Cloud trademarks, including all related intellectual property rights. Nothing in this Agreement transfers any such right to Customer beyond the license granted in Section 3. Customer retains all right, title, and interest in Customer's own data, test plans, configuration, and generated reports. The Community Edition remains governed solely by the AGPLv3, and nothing here narrows any right the AGPLv3 grants over that separate codebase.

9. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"), including the License Key material, the Software's non-public Documentation, and Customer's configuration and usage data. Each party will use the other's Confidential Information only to exercise its rights and perform its obligations under this Agreement, protect it with at least the same care it uses for its own confidential information of similar importance (and no less than reasonable care), and not disclose it to third parties except to employees, contractors, and advisors who need it and are bound to confidentiality obligations at least as protective as this Section. This Section does not apply to information that is or becomes public without breach of this Agreement, was already lawfully known to the receiving party, is independently developed without use of the disclosing party's Confidential Information, or must be disclosed by law, provided reasonable notice is given where legally permitted.

10. Warranty disclaimer

The Software is a diagnostic recovery-validation tool. A validation result documents a specific test execution; it is not a guarantee of recovery, insurance, regulatory certification, or an independent audit opinion, and Customer remains responsible for its own backup, recovery, security, and compliance program. Except as expressly stated in this Agreement, the Software and Documentation are provided "as is" and Clift Cloud disclaims all other warranties, express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by applicable law.

11. Limitation of liability

To the maximum extent permitted by applicable law: (a) neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business opportunity, arising out of or related to this Agreement, even if advised of the possibility of such damages; and (b) each party's total aggregate liability arising out of or related to this Agreement will not exceed the Subscription Fees Customer actually paid to Clift Cloud in the twelve (12) months immediately preceding the event giving rise to the claim. These limitations do not apply to a party's breach of Section 9 (Confidentiality), Customer's breach of Section 4 (Restrictions), a party's indemnification obligations under Section 12, or liability that cannot be limited under applicable law.

12. Indemnification; export and sanctions compliance

Clift Cloud will defend Customer against a third-party claim that the Software, as delivered and used within the scope of this Agreement, infringes that third party's copyright or misappropriates its trade secret, and will indemnify Customer for damages finally awarded against Customer on such a claim, provided Customer promptly notifies Clift Cloud and gives Clift Cloud control of the defense and settlement. This obligation does not apply to a claim arising from Customer's modification of the Software, combination of the Software with something Clift Cloud did not provide, or continued use after Clift Cloud provides a non-infringing update.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. trade sanctions, and is not on a U.S. government restricted-party list. Customer will comply with applicable export control and sanctions law in its use of the Software.

13. Data and privacy

This site serves static content and sets no cookies. It does not itself receive or store payment details: checkout takes place on Stripe's hosted pages, and Stripe acts as the payment processor for card data and billing records. Postmark delivers the License Key and download-link email on Clift Cloud's behalf and processes the recipient address for that purpose. Direct correspondence with Clift Cloud is handled by the communication provider used for that channel and for the purpose described in the message. The Enterprise Edition Software sends nothing to Clift Cloud by default. Two features, both off unless Customer turns them on, contact Clift Cloud: license check-in, which sends the installed License Key to ask whether a renewal is available, and usage reporting (Section 3), which sends the License Key, a random installation identifier, the Software version, and two counts. Neither sends host names, network addresses, virtual machine or backup identifiers, tenant names, plans, reports, or logs. Clift Cloud keeps only each installation's latest usage report (the time it arrived, the version, and the two counts), does not record the network address it came from, and deletes it 45 days after that installation last reported. See the Community security policy for the shared engine's network boundary.

14. Governing law and venue

This Agreement is governed by the laws of the State of Utah, United States, without regard to its conflict-of-laws principles. The state and federal courts located in Utah have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to personal jurisdiction there. This Section does not limit either party's right to seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

15. General

• Entire agreement. This Agreement, together with any Order, is the entire agreement between the parties regarding the Software and supersedes prior proposals or agreements on that subject. A conflicting or additional term in Customer's purchase order or similar form has no effect.
• Amendment. Clift Cloud may update this Agreement for future renewal terms with reasonable notice (for example, by posting a dated revision at this URL and emailing active subscribers); the version in effect when a Subscription Term began governs that term.
• Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, provided the assignee assumes this Agreement's obligations.
• Notices. Notices to Clift Cloud go to licensing@certistack.dev; notices to Customer go to the email address on the applicable Order.
• Severability; waiver. If a provision is held unenforceable, the remaining provisions continue in effect, and the unenforceable provision will be construed to reflect its intent as closely as permitted by law. Failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control.
• Independent contractors. The parties are independent contractors; this Agreement creates no partnership, joint venture, or agency relationship.

16. Contracting entity

Clift Cloud LLC
West Valley City, Utah, United States
licensing@certistack.dev