Coal Road Software License v1.0
Draft for business use; independent legal review recommended. This document is not represented as attorney-reviewed. It is not a substitute for advice about a particular deployment, regulated operation, or customer contract.
Status: Draft for publication. Do not use as a binding production acceptance instrument until the owner completes the marked business placeholders and independent counsel reviews it.
1. Parties and acceptance
This license is between the customer identified in the order and the Coal Road contracting entity identified at checkout or on the receipt ("Coal Road"). It applies only when the customer accepts this version for the identified product and release. The production purchase flow is not active while this page is marked draft.
2. Definitions
"Software" means the identified Coal Road product release and the files listed in its package manifest. "Organization" means the customer entity and its authorized internal users. "Customer Data" means information supplied or created by the customer or its users. "Third-Party Components" are materials governed by other licenses.
3. Grant of license
Subject to payment, acceptance, and these terms, Coal Road grants the customer a non-exclusive, perpetual license to use the purchased release within the organization and deployment scope stated in the order. The license is for the identified release only.
4. Perpetual use of purchased release
The right to continue using a paid, properly licensed release does not end merely because a separate Coal Road support, hosting, or service engagement ends. This does not promise that external services, operating systems, or third-party components will remain available.
5. Organization and deployment scope
The order must identify the licensed organization and any deployment limits. Affiliates, unrelated entities, customers, or third parties are not included unless the order or a separate license expressly adds them.
6. Installation
The customer may install the licensed release on compatible infrastructure under its control or on separately contracted hosting, subject to package requirements and this license.
7. Internal use
Authorized employees and contractors may use the software for the organization's internal operations within the purchased scope. The organization is responsible for their compliance and access.
8. Branding
The customer may apply its own branding to its licensed copy for internal or customer-facing use within its organization, subject to third-party marks and applicable law. This does not transfer Coal Road or third-party trademarks.
9. Modification rights
The customer may modify the licensed copy for its own use, subject to this license, third-party component licenses, and applicable law. Coal Road retains underlying product intellectual property except for rights expressly granted here.
10. Employee and contractor modification
The customer may authorize its employees and contractors to access and modify the copy solely on the customer's behalf. The customer must bind contractors to confidentiality and use restrictions at least as protective as these terms and remains responsible for their actions.
11. AI-assisted development
The customer may use its own development tools and AI coding assistants to help modify the licensed copy, subject to this license and the tool provider's terms. The customer must not submit protected information to a third party unless its use is appropriate and authorized.
12. Customer Data
As between the parties, the customer retains its rights in Customer Data. Coal Road receives no ownership of Customer Data under this license. The customer controls collection, access, backup, retention, and lawful use of its data.
13. Infrastructure portability
The customer may move its licensed copy and Customer Data to compatible infrastructure it controls, subject to package requirements, third-party terms, security obligations, and any separately purchased migration services.
14. Backups and customer responsibility
The customer is responsible for maintaining backups, access controls, infrastructure, and recovery procedures unless an executed services agreement expressly assigns a task to Coal Road. The customer should test recovery before relying on it.
15. Third-party components
Third-Party Components remain subject to their own licenses and notices. Those licenses control if they grant broader or different rights for a component. The package manifest should identify applicable notices.
16. Restrictions
Except as expressly allowed by this license or law, the customer may not use the software outside its organization/deployment scope or remove ownership notices in a way that misrepresents the source.
17. No resale without separate license
The customer receives no automatic right to resell Coal Road software or charge unrelated parties for access to it. A separate written commercial license is required.
18. No sublicensing without separate license
The customer may not sublicense or grant unrelated third parties independent software rights. Contractors may act only for the customer under section 10.
19. No commercial redistribution
The customer may not publish, distribute, or commercially redistribute Coal Road source or binaries to unrelated third parties without a separate written license. This restriction does not prohibit customer modifications used internally under the granted rights.
20. Coal Road intellectual property
Coal Road retains its pre-existing and underlying product intellectual property. No copyright assignment is made by purchase. Any rights to customer-funded deliverables or reusable components must be stated in the applicable services agreement.
21. No automatic future versions
The license covers only the purchased release. Future versions, modules, upgrades, or major updates are not automatically included unless expressly stated in the order.
22. No included hosting
Hosting, server capacity, remote access, maintenance, and infrastructure are not included in the Developer Pack unless separately ordered.
23. No included support
Technical support, troubleshooting, installation labor, training, service levels, and incident response are not included unless separately ordered.
24. No included migration or integration
Migration, data cleanup, custom integration, vendor/API work, and cutover are separate professional services unless expressly included in a signed scope.
25. Optional professional services
Coal Road may offer assessment, support, hosting, migration, integration, customization, analytics, and continued development under separate terms, rates, and scope.
26. Warranty disclaimer
To the maximum extent permitted by law, the software is provided as described in the verified package without a promise that it will be error-free, uninterrupted, suitable for a particular legal or care outcome, or compatible with every environment. Non-waivable legal rights remain unaffected.
27. Colorado Warranty
"If it breaks in half, you own both pieces" is shorthand for the self-service Developer Pack: software and documentation are included; labor is not. It is not a separate performance warranty and does not replace rights that cannot legally be disclaimed.
28. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or lost-profit damages arising from the software. Coal Road's aggregate liability for claims under this license will not exceed the amount paid for the affected release during the twelve months before the event. This limitation does not apply where prohibited by law or to liability that cannot be limited.
29. Indemnity
The customer is responsible for claims arising from its data, unlawful use, customer modifications, or distribution outside this license, except to the extent caused by Coal Road's own breach or conduct. The final allocation, notice, defense, and settlement procedure is subject to independent legal review before acceptance.
30. Termination for breach
Coal Road may suspend or terminate the license only for a material breach that remains uncured after written notice and a reasonable opportunity to cure, except where immediate action is legally required to prevent ongoing harm.
31. Effect of termination
Upon termination for uncured breach, the customer must stop the unauthorized use and destroy or securely retain one archival copy only as required by law. Customer Data rights are not transferred by termination. Rights that survive by their nature remain effective.
32. Survival
Sections concerning intellectual property, restrictions, data, disclaimers, liability, dispute terms, and accrued obligations survive termination as applicable.
33. Governing law and venue
Proposed governing law and venue: State of Colorado, with courts located in [county to be confirmed by owner and independent counsel]. This placeholder must be completed before the license is used for binding acceptance.
34. Export and sanctions
Each party must comply with applicable export-control and sanctions laws. The customer may not export, re-export, or provide access where prohibited by law.
35. Entire agreement
This license, the order, incorporated third-party notices, and any written amendment form the agreement for the software license. A services agreement separately governs services.
36. Severability
If a provision is unenforceable, it will be limited only as much as necessary and the remaining terms will continue to apply.
37. Amendments and versioning
This version applies only when identified and accepted in an order. Later license versions do not retroactively change an accepted order unless the customer agrees or law requires it.
38. Notices
Notices must be sent to the postal or electronic addresses identified in the order. Contact details and notice method must be completed before the production acceptance flow is activated.
39. Electronic acceptance
The customer may accept electronically only after receiving this exact version and having an opportunity to review it. The production system must record the order, product, version, license version, acceptance timestamp, and accepting account. A browser-only checkbox is not proof of a stored acceptance record.
40. License version record
License identifier: Coal Road Software License v1.0 — draft. Effective date: pending owner/legal review and publication approval. Product, purchased release, order ID, and acceptance timestamp must be recorded in the order system when that system is built and verified.