1. Correct wording for the US
For US customers, avoid saying that the customer “buys the software” if intellectual property ownership is not transferred. The clearer wording is:
- Subscription: “RSG Software Subscription License Agreement” or “Subscription Software License Terms”.
- Perpetual license: “RSG Perpetual Software License Agreement”.
- Commercial document: “Order Form”, “Quote”, “Invoice” or “Statement of Work” if additional implementation work is sold separately.
In the US text below, “license” is used with US spelling. RSG is licensed, not sold. A “perpetual” license means continued use of the licensed version, not ownership of copyright, source code or future versions.
2. Website Terms of Sale and Software License Terms
Last updated: [insert date]
These Terms of Sale and Software License Terms (“Terms”) govern the ordering, electronic delivery and use of Revit Server Guard (“RSG”, the “Software”) supplied by Sidorenko R.A. (“Licensor”, “we”, “us”) to the customer identified in the applicable order, invoice or license key (“Customer”, “Licensee”, “you”).
2.1 Business use
RSG is offered for business and professional use. If you are buying as an individual consumer, you must contact us before ordering so that any applicable state or federal consumer notices can be handled separately.
2.2 Contract formation
Your order is an offer to obtain a software license. We accept the order by issuing an invoice, confirming payment, providing a license key or delivering access to the installer. By paying an invoice, downloading the Software, activating a license file or using RSG, you accept these Terms and the applicable order details.
2.3 License scope
The license is limited to the license model, Revit Server versions, components, user count, server count, license count, term, support period and price stated in the order, invoice or license key. Any future major release of RSG for future Revit Server versions is a separate product or paid upgrade unless expressly included.
2.4 Electronic delivery
The Software is delivered electronically by providing access to the installer and a license file. RSG may include Admin Panel, API and NetTcpProxy components. Customer is responsible for its own infrastructure, including .NET 8 Runtime, Windows Service configuration, Windows permissions, firewall rules, backups, monitoring and network security.
2.5 Fees and taxes
Fees are stated in the order or invoice. Unless stated otherwise, fees are exclusive of sales, use, value-added, withholding, import, bank, currency conversion and similar taxes or charges. Customer is responsible for taxes imposed by its jurisdiction, except taxes on Licensor’s net income.
2.6 No auto-renewal unless expressly stated
Subscriptions do not automatically renew unless the checkout, invoice or signed order expressly states auto-renewal terms and Customer gives the required affirmative consent. If auto-renewal is enabled, the renewal terms, cancellation method, renewal price and billing frequency must be disclosed before enrollment.
2.7 Intellectual property
Licensor retains all right, title and interest in and to RSG, including all copyrights, trade secrets, know-how and other intellectual property rights. No source code, exclusive rights or ownership rights are transferred.
2.8 Support and updates
Support and updates are provided only for the purchased term and the covered versions stated in the order. Support does not include Autodesk product support, Microsoft Windows administration, IIS administration, customer-side security remediation, data recovery or third-party infrastructure unless expressly agreed.
2.9 Limited warranty
For [30] days after delivery, RSG will materially conform to the documentation when used in a supported environment and within the licensed configuration. Customer’s exclusive remedy for breach of this limited warranty is correction, replacement or refund of the affected fees at Licensor’s option.
2.10 Disclaimer
Except for the express limited warranty above, RSG is provided “as is” and “as available” to the maximum extent permitted by law. Licensor disclaims implied warranties, including merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation.
2.11 Limitation of liability
To the maximum extent permitted by law, Licensor will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, loss of profits, loss of revenue, loss of data, business interruption, substitute services or customer-side misconfiguration. Licensor’s aggregate liability will not exceed the fees paid for the affected license during the [12] months before the claim.
2.12 Export, sanctions and restricted use
Customer must comply with applicable export control, sanctions and anti-corruption laws. Customer must not use RSG in a way that violates applicable law or makes Licensor subject to prohibited transactions.
2.13 Governing law and venue
Unless a signed order form states otherwise, the governing law and venue must be selected before publication. Common choices for US software contracts include Delaware, New York or the customer’s state, but this requires final legal and tax review.
3. US Software License Agreement draft
3.1 Parties
This Software License Agreement is entered into by Sidorenko R.A., as Licensor, and the Customer named in the Order Form, as Licensee.
3.2 Grant
Subject to payment and compliance with the Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install and use RSG solely for Licensee’s internal business operations and only within the purchased configuration.
3.3 Subscription license
For a subscription license, Licensee may use RSG only during the paid subscription term. Upon expiration, cancellation or termination, Licensee must stop using RSG unless a renewal license is issued.
3.4 Perpetual license
For a perpetual license, Licensee may continue using the licensed major version and covered Revit Server versions, subject to ongoing compliance with the Agreement. A perpetual license does not include source code, future major versions, maintenance, support or updates unless the Order Form expressly states otherwise.
3.5 Restrictions
Licensee must not reverse engineer, decompile, bypass license controls, share a license file outside the licensed organization, resell RSG, rent access, host RSG for third parties, remove proprietary notices or use RSG outside the licensed configuration, except to the extent a restriction is prohibited by applicable law.
3.6 Audit and misuse
Licensor may request reasonable evidence that RSG is used within the licensed configuration. License file tampering, license sharing, unauthorized copying or use beyond the purchased scope is a material breach.
3.7 Termination
Licensor may suspend or terminate the license for non-payment, license misuse, breach of restrictions, sanctions/export issues or material breach that is not cured within [10] business days after notice, where cure is possible.
4. Checkout notices to show before payment or download
Suggested checkbox: “I confirm that I am ordering RSG for business/professional use and accept the RSG Terms of Sale and Software License Terms.”
Suggested checkbox for subscriptions: “I understand the subscription term, price, renewal method and cancellation process shown in the order.”
Suggested notice: “RSG is licensed, not sold. No source code or intellectual property ownership is transferred.”
5. Items to confirm before final publication
- Which US state law and venue should govern: Delaware, New York, California, customer state, or seller-side jurisdiction?
- Will US subscriptions auto-renew, or will each renewal require a new invoice/payment?
- Will you sell B2B only, or allow individual consumers?
- Will sales tax be handled directly, through a marketplace, or by manual invoicing only?