Hot Dev Self-Hosted Commercial License Agreement
License Version: 1.0 Last Updated: November 27, 2025
This Commercial License Agreement ("Agreement") is entered into between Hot Dev, LLC, a Delaware limited liability company ("Licensor," "Company," "we," "us," or "our") and the licensee identified in the Order Form ("Licensee," "you," or "your").
By executing an Order Form referencing this Agreement, or by installing or using the Software, you agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.
1. DEFINITIONS
"Documentation" means the user guides, technical specifications, and other materials provided by Licensor describing the installation, configuration, and operation of the Software.
"Deployment" means each instance of the Software running on Licensee's systems.
"License Key" means the electronic key provided by Licensor that enables use of the Software.
"Order Form" means an ordering document executed by both parties that specifies the Software licensed, fees, license scope, support level, and other commercial terms. Each Order Form is incorporated into this Agreement by reference.
"Software" means the Hot Dev platform software in object code (binary) form, including the Hot runtime, web application, API server, worker, and scheduler components, together with related Documentation.
"Support Term" means the period during which Licensee is entitled to support and maintenance services, as specified in the Order Form.
2. GRANT OF LICENSE
2.1 License Grant
Subject to the terms of this Agreement and payment of applicable fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to:
a) Install and use the Software on Licensee's systems in accordance with the Order Form
b) Use the Software for Licensee's internal business purposes
c) Make reasonable backup copies of the Software for archival purposes
d) Allow Licensee's employees and authorized contractors to access the Software
2.2 License Scope
The scope of the license (including number of users, deployments, and other limitations) is specified in the Order Form. Current licensing options and pricing are available at https://hot.dev/pricing.
3. LICENSE RESTRICTIONS
Licensee may not:
a) Distribute, sublicense, rent, lease, or transfer the Software to any third party
b) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
c) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
d) Use the Software beyond the scope specified in the Order Form
e) Share License Keys with third parties or use License Keys on unauthorized systems
f) Use the Software to develop a competing product or service
g) Make the Software available as a hosted service for third parties (SaaS)
h) Use the Software in violation of applicable laws or regulations
i) Modify, create derivative works of, or merge the Software with other software
j) Use the Software for benchmarking or competitive analysis without Licensor's consent
4. LICENSE KEY AND ACTIVATION
4.1 License Key Requirement
The Software requires a valid License Key to operate in production mode.
4.2 License Key Binding
License Keys are tied to specific deployment parameters and may validate:
- Number of authorized users
- Number of Deployments
- License expiration date
- Feature entitlements
4.3 Activation
Licensee must activate the Software within thirty (30) days of installation. Activation may require internet connectivity for License Key validation.
4.4 Usage Reporting
The Software may transmit usage metrics to Licensor for license compliance verification. Such data will not include Licensee's confidential business data or Personal Data.
5. USAGE LIMITATIONS
Use of the Software is limited to the parameters specified in the Order Form, which may include:
a) Maximum number of authorized users
b) Maximum number of Deployments
c) Maximum number of workflow executions per period
d) Specific use cases or business units
e) Geographic restrictions (if any)
f) Feature limitations based on license tier
Licensee must notify Licensor and execute an amended Order Form before exceeding any usage limitation.
6. DELIVERY AND INSTALLATION
6.1 Delivery
Upon execution of the Order Form and payment of initial fees, Licensor will provide Licensee with:
a) Access to download the Software
b) License Key(s) for the licensed Deployment(s)
c) Installation Documentation
d) Access to the customer support portal
6.2 Installation
Licensee is responsible for installing and configuring the Software on Licensee's infrastructure. Licensor will provide reasonable installation support as part of the initial onboarding.
6.3 System Requirements
Licensee is responsible for providing infrastructure meeting the minimum system requirements specified in the Documentation.
7. SUPPORT AND MAINTENANCE
7.1 Support Services
During the Support Term, Licensor will provide:
a) Email and ticket-based technical support
b) Access to Documentation and knowledge base
c) Bug fixes and error corrections
d) Software updates and upgrades
7.2 Support Levels
Support response times and availability are determined by the support level specified in the Order Form. Details of support levels are available at https://hot.dev/pricing.
7.3 Exclusions
Support does not include:
a) Software that has been modified by Licensee or third parties
b) Issues caused by Licensee's infrastructure, network, or third-party software
c) Training or consulting services (available separately)
d) Support for deprecated versions beyond the published support lifecycle
7.4 Security Updates
Licensor will provide critical security updates promptly upon discovery of security vulnerabilities. Licensee agrees to apply security updates within a reasonable timeframe.
8. FEES AND PAYMENT
8.1 License Fees
License fees are specified in the Order Form. Current pricing is available at https://hot.dev/pricing.
8.2 Payment Terms
a) Payment is due within thirty (30) days of invoice date
b) Fees are stated in U.S. dollars unless otherwise specified
c) All fees are exclusive of taxes; Licensee is responsible for applicable taxes
8.3 Late Payment
Late payments may incur interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) on the outstanding balance.
8.4 Renewal
Unless terminated, the license and Support Term will automatically renew for successive one-year periods at Licensor's then-current rates. Either party may elect not to renew by providing written notice at least thirty (30) days before the renewal date.
9. TERM AND TERMINATION
9.1 Term
This Agreement begins on the Effective Date specified in the Order Form and continues for the initial term specified therein, unless earlier terminated.
9.2 Termination for Breach
Either party may terminate this Agreement if the other party materially breaches and fails to cure such breach within thirty (30) days of written notice.
9.3 Termination for Non-Payment
Licensor may terminate this Agreement immediately if Licensee fails to pay any fees within forty-five (45) days of the invoice due date.
9.4 Effect of Termination
Upon termination:
a) All licenses granted hereunder immediately terminate
b) Licensee must cease using the Software and destroy all copies
c) Licensee must return or destroy any Confidential Information of Licensor
d) Licensee remains liable for any fees accrued before termination
e) Sections 3, 10, 11, 12, 13, 14, 15, and 17-19 survive termination
9.5 Data Retention
Upon termination, Licensee retains ownership of all data created using the Software on Licensee's systems.
10. COMPLIANCE AND AUDIT
10.1 Records
Licensee will maintain accurate records of Software usage, including number of users, Deployments, and workflow executions.
10.2 Audit Rights
Licensor may audit Licensee's use of the Software upon thirty (30) days written notice, no more than once per year. Audits will be conducted during normal business hours and will not unreasonably interfere with Licensee's operations.
10.3 Remediation
If an audit reveals unauthorized use:
a) Licensee will promptly pay for any excess usage at Licensor's then-current rates
b) If unauthorized use exceeds 5% of licensed usage, Licensee will also reimburse Licensor's reasonable audit costs
11. INTELLECTUAL PROPERTY
11.1 Ownership
Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not transfer ownership of the Software to Licensee.
11.2 Licensee Acknowledgment
Licensee acknowledges that the Software contains valuable trade secrets and proprietary information of Licensor.
11.3 No Implied Rights
No rights are granted to Licensee except as expressly stated in this Agreement.
11.4 Feedback
If Licensee provides suggestions or feedback about the Software, Licensor may use such feedback without restriction or compensation.
12. DATA PROTECTION
12.1 Data Controller
Licensee is the data controller for all Personal Data processed through the Software. Licensor does not access, store, or process Licensee's operational data.
12.2 License Validation Data
License Key validation may transmit limited technical data to Licensor, including:
- License Key identifier
- Software version
- Deployment identifier
- Usage metrics (user counts, execution counts)
This data does not include Personal Data or Licensee's business data.
12.3 Compliance
Licensee is solely responsible for compliance with applicable data protection laws (including GDPR, CCPA, and other privacy regulations) in connection with Licensee's use of the Software.
12.4 Security
Licensee is responsible for implementing appropriate security measures for the Software and underlying infrastructure.
13. WARRANTIES
13.1 Software Warranty
Licensor warrants that, for ninety (90) days following delivery ("Warranty Period"):
a) The Software will perform substantially in accordance with the Documentation
b) Licensor has the right to license the Software
c) The Software, as delivered, will be free from malicious code
13.2 Remedy
Licensee's exclusive remedy for breach of the warranty in Section 13.1 is, at Licensor's option: (a) repair or replacement of the non-conforming Software; or (b) termination of this Agreement and refund of license fees paid.
13.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED.
14. LIMITATION OF LIABILITY
14.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
14.2 Exclusion of Damages
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3 Exceptions
The limitations in this Section 14 do not apply to: (a) breaches of Section 15 (Confidentiality); (b) a party's indemnification obligations; (c) Licensee's breach of Section 3 (License Restrictions); (d) gross negligence or willful misconduct; or (e) liability that cannot be limited by law.
15. CONFIDENTIALITY
15.1 Definition
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including the Software, Documentation, pricing, and business information.
15.2 Obligations
Each party agrees to:
a) Protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care
b) Not disclose Confidential Information to third parties except to employees and contractors with a need to know who are bound by confidentiality obligations
c) Not use Confidential Information for any purpose other than performing this Agreement
15.3 Exclusions
Confidential Information does not include information that:
a) Is or becomes publicly available through no fault of the receiving party
b) Was known to the receiving party prior to disclosure
c) Is independently developed without use of Confidential Information
d) Is rightfully obtained from a third party without restriction
15.4 Required Disclosure
A party may disclose Confidential Information if required by law or court order, provided the party gives reasonable advance notice (where permitted) and cooperates with efforts to obtain protective treatment.
16. INDEMNIFICATION
16.1 Licensor Indemnification
Licensor will defend Licensee against third-party claims alleging that the Software, as provided by Licensor, infringes such third party's patent, copyright, or trade secret rights. Licensor's obligations are contingent upon Licensee: (a) promptly notifying Licensor of the claim; (b) providing reasonable cooperation; and (c) allowing Licensor sole control of the defense and settlement.
16.2 Remedies
If the Software is found to infringe, or if Licensor reasonably believes it may infringe, Licensor may, at its option:
a) Obtain the right for Licensee to continue using the Software
b) Modify the Software to be non-infringing
c) Replace the Software with a non-infringing alternative
d) Terminate this Agreement and refund prepaid fees for the unused portion of the Term
16.3 Exclusions
Licensor has no obligation for claims arising from: (a) modifications to the Software by Licensee or third parties; (b) combination of the Software with other products not provided by Licensor; (c) use of the Software in violation of this Agreement; or (d) use of a non-current version of the Software if infringement would have been avoided by using a current version.
16.4 Licensee Indemnification
Licensee will defend, indemnify, and hold harmless Licensor from claims arising from: (a) Licensee's use of the Software in violation of this Agreement; (b) Licensee's data or content; (c) Licensee's violation of applicable law.
16.5 Exclusive Remedy
This Section 16 states each party's sole liability and exclusive remedy for intellectual property infringement claims.
17. EXPORT COMPLIANCE
17.1 Export Laws
The Software may be subject to U.S. export control laws, including the Export Administration Regulations (EAR). Licensee agrees to comply with all applicable export laws and regulations.
17.2 Prohibited Use
Licensee agrees not to export, re-export, or transfer the Software:
a) To any country subject to U.S. embargo or trade sanctions
b) To any person or entity on U.S. government restricted party lists
c) For any prohibited end use
17.3 Representations
Licensee represents that Licensee is not located in a sanctioned country and is not on any restricted party list.
18. DISPUTE RESOLUTION
18.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
18.2 Arbitration
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Wilmington, Delaware.
18.3 Exceptions
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
19. GENERAL PROVISIONS
19.1 Entire Agreement
This Agreement, together with all Order Forms, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements. In the event of conflict, the Order Form controls.
19.2 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
19.3 Waiver
No waiver of any provision shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver.
19.4 Assignment
Licensee may not assign this Agreement without Licensor's prior written consent. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.
19.5 Notices
Notices shall be in writing and sent to the addresses specified in the Order Form. Notices are effective upon receipt.
19.6 Force Majeure
Neither party will be liable for delays or failures due to causes beyond its reasonable control, excluding payment obligations.
19.7 Independent Contractors
The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.
19.8 Headings
Section headings are for convenience only.
20. ORDER FORM
The specific terms for this license (fees, quantities, support level, and other parameters) are set forth in the executed Order Form, which is incorporated by reference.
21. CONTACT INFORMATION
Licensor: Hot Dev, LLC 1606 Headway Cir STE 9513 Austin, TX 78754 United States
- Email: support@hot.dev
- Sales: sales@hot.dev
- Website: https://hot.dev
SIGNATURES
| LICENSOR: Hot Dev, LLC | LICENSEE: |
|---|---|
| By: _________________________ | By: _________________________ |
| Name: | Name: |
| Title: | Title: |
| Date: _________________________ | Date: _________________________ |
License Key will be provided upon execution of this Agreement and receipt of payment.