Software License Agreement

Definitions

"Software" means the RTMify Trace or RTMify Live executable binaries and any accompanying documentation provided by Licensor.

"Licensee" means the individual person or legal entity that purchases or otherwise obtains a license to use the Software.

"Legal Entity" means a single corporation, limited liability company, partnership, government organization, or other legally recognized entity. Affiliates, subsidiaries, and parent companies are not included unless separately licensed.

"Maintenance" means optional updates, bug fixes, compatibility updates, and support services offered by Licensor after purchase.

"Critical Support" means addressing defects or security vulnerabilities that prevent the Software from operating on supported platforms or cause loss of core functionality.

The RTMify Template (Free)

The RTMify Requirements Tracking Template (.xlsx) is provided free of charge.

Grant. Licensee is granted a perpetual, worldwide, royalty-free right to use, modify, and distribute the template for any purpose.

Trial Purpose. The template serves as the functional trial for RTMify Trace. Licensee acknowledges that RTMify Trace is designed to read this specific schema and has evaluated the schema's utility prior to purchase.

Software License Grant

Subject to the terms of this Agreement and the purchased license tier, Licensor grants Licensee a non-exclusive, non-transferable, perpetual license to install, run, and use the Software for Licensee's internal business purposes. Licensee may make one (1) copy of the Software solely for backup or archival purposes.

This Agreement applies only to the specific Software version purchased by Licensee and does not obligate Licensor to provide future products or services under the same terms.

License Tiers and Scope

RTMify Trace (Lab / Non-Commercial). Restricted to students, academic researchers, and personal projects. Commercial use is not permitted.

RTMify Trace (Individual). Licensed to one named individual. The Software may be installed on multiple machines owned or controlled by that individual.

RTMify Trace (Team / Commercial). Licensed for use by employees and contractors of the purchasing Legal Entity. Use by affiliated entities, including subsidiaries or parent companies, requires separate licenses.

RTMify Live (Individual / Per-Seat / Site). Licensed as specified at the time of purchase (Named User or single Legal Entity). Use is permitted for employees and contractors of the licensed Legal Entity.

License Model Commitments

No Mandatory Subscription. Licensor will not require an ongoing subscription to continue using the version of the Software already purchased by Licensee.

Maintenance Price Cap. Annual Maintenance is optional. Renewal pricing for an existing license will not increase by more than five percent (5%) or the Consumer Price Index (CPI), whichever is greater, per annum.

No Subscription Conversion. Licensor will not convert existing perpetual licenses into a subscription-only model for the core functionality included in the purchased Software version.

Restrictions

Licensee shall not:

• Sublicense, rent, lease, distribute, or otherwise make the Software available to third parties.
• Reverse engineer, decompile, or disassemble the Software except where such restriction is prohibited by applicable law.
• Provide the Software as a hosted service, managed service, or integrate it into a commercial product without a separate written agreement with Licensor.
• Use the Software in violation of applicable United States export control laws or regulations.

Data Transmission and License Verification

The Software verifies signed license files locally on the Licensee's machine. No periodic license verification calls to Licensor servers are required for normal operation.

During license verification, the Software reads the locally installed license file and validates its signature. It does not transmit license keys, installation identifiers, or project data to Licensor for runtime validation.

The Software does not transmit Licensee project data, requirements, test artifacts, source code, or other engineering content to Licensor.

The Software does not perform telemetry, analytics, or usage monitoring beyond optional website/payment-processing systems outside the runtime itself.

The Software does not require continuous internet connectivity for license verification.

When configured by the Licensee, the Software may perform bidirectional data transfer with third-party services (such as spreadsheet or collaboration systems) for the purpose of importing spreadsheet data and writing updates to those systems. Licensor is not responsible for the operation, availability, or security of third-party services used in conjunction with the Software.

Source Code Escrow

Licensor maintains the Software source code in escrow. The source code will be released to current paid license holders under an open-source license (MIT or Apache 2.0) if:

• Licensor dissolves or files for bankruptcy without a successor; or
• Licensor ceases commercial distribution and Critical Support for the Software for a period of twelve (12) consecutive months.

Intellectual Property Indemnification

Licensor represents and warrants that it is the owner of the Software and that, to its knowledge, the Software does not infringe upon the intellectual property rights of any third party.

Licensor shall defend and indemnify Licensee against any final judgment arising from a claim that the Software infringes a third-party copyright or patent, provided that Licensee promptly notifies Licensor of the claim in writing and permits Licensor to control the defense and settlement of such claim.

Security Updates

Licensor will make reasonable efforts to provide security updates for supported versions of the Software when security vulnerabilities are identified.

Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL ENSURE REGULATORY COMPLIANCE OR GUARANTEE SUCCESSFUL AUDIT OUTCOMES. COMPLIANCE AND TOOL QUALIFICATION ARE THE SOLE RESPONSIBILITY OF THE LICENSEE.

Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR FAILED REGULATORY AUDITS.

LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL AMOUNT PAID BY LICENSEE FOR THE SOFTWARE LICENSE.

Termination

This Agreement and the licenses granted herein terminate automatically if Licensee fails to comply with any material term of this Agreement. Upon termination, Licensee must cease all use of the Software and destroy or permanently disable all copies in their possession.

Sections relating to intellectual property, warranty disclaimer, limitation of liability, and governing law shall survive termination.

Entire Agreement

This Agreement constitutes the entire agreement between Licensor and Licensee regarding the Software and supersedes all prior or contemporaneous communications, representations, or agreements.

Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Refund Policy

Because the Software is delivered as downloadable binary software, refund eligibility depends on the product purchased.

RTMify Trace licenses are generally non-refundable once the Software has been downloaded or activated. The RTMify Template is provided as a free functional evaluation prior to purchase.

RTMify Live licenses include a thirty (30) day money-back guarantee from the date of purchase if the Software does not operate as described.

Licensor may grant refunds at its sole discretion in exceptional circumstances.

Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, USA. Any disputes arising under this Agreement shall be heard in the state or federal courts located within the Commonwealth of Virginia.