TME Engine SDK License Agreement

SDK means the TME Engine software development kit in compiled form: the native libraries, the WebAssembly module and its bindings, the C header files, the command line tools, and the documentation. Source code is not part of the SDK.

Data Files means the ephemeris and small-body data files delivered with the SDK. The underlying JPL DE441 integration is public domain; the compiled representation, fitting, format, and correction pipeline are proprietary to Daphne Labs.

Licensed Product means the one software product named at purchase, in all its versions and platforms, whose copyright is held by the Licensee and into which the SDK is embedded. A separate product needs a separate license.

License Tagmeans the customer identifier compiled into the Licensee’s SDK build. Update Plan means the optional annual plan in Section 7.

Subject to payment, Daphne Labs grants the Licensee a non-exclusive, non-transferable, worldwide license to: (1) use the SDK and Data Files, with no limit on the number of the Licensee’s developers or build machines, to develop the Licensed Product; (2) embed them in compiled form in the Licensed Product and duplicate them for that purpose; (3) distribute the Licensed Product to end users royalty free and in unlimited quantity; and (4) run the Licensed Product on the Licensee’s own servers. The license for each version received is perpetual and does not expire when the Update Plan lapses.

Indieis available while the Licensed Product’s gross revenue over the trailing twelve months is below CAD 100,000; the Licensee self-certifies this at purchase, on Daphne Labs’ written request no more than once a year confirms it in a short written statement, and upgrades to Company at the then-current upgrade price within sixty days of exceeding the threshold (the Indie license stays valid during that period). Company has no revenue restriction. Fees are in Schedule A.

The Licensee must not:

1. distribute the SDK or Data Files on a standalone basis, or in any product whose primary purpose is to expose the SDK to third-party developers (a library, SDK, or hosted calculation API); exposing astrological or astronomical results to end users within the Licensed Product is permitted;
2. remove, alter, or obscure the License Tag or any copyright or provenance notices;
3. reverse engineer, decompile, or disassemble the SDK, except where law forbids this restriction;
4. use the SDK in a way that would subject it or the Data Files to an open source license;
5. make the SDK or Data Files available to any third party other than embedded in the Licensed Product, including public repositories, package registries, or file sharing;
6. transfer or sublicense the agreement, except as part of a sale of the business or the Licensed Product, with written notice.

The SDK and Data Files are delivered digitally through Daphne Labs’ download portal; lost access can be restored by contacting support with the order reference. The License Tag is a tracing watermark.Every build carries the Licensee’s unique tag as a compiled-in constant. Daphne Labs keeps a register linking each tag to its licensee. If a copy carrying the Licensee’s tag is found distributed outside the Licensed Product, it is presumed to originate from the Licensee’s delivery, and the Licensee will cooperate in establishing how it escaped. The Licensee protects the SDK against disclosure with at least the care it applies to its own proprietary code, and informs Daphne Labs without undue delay of any leak. Removing or altering the License Tag is a material breach.

Fees are in Schedule A and are paid through the Daphne Labs shop; the license is valid on complete payment. All sales are final.The SDK is a digital product delivered by download; once download access has been granted, fees are non-refundable except where a refund is required by mandatory applicable law. Fees are exclusive of taxes; applicable sales, use, or value-added taxes (including Canadian GST/HST) are the Licensee’s responsibility, except taxes on Daphne Labs’ income. The Update Plan renews at the then-current Schedule A price and can be cancelled any time before renewal; a completed renewal is non-refundable in the same way as the license fee.

The first year of the Update Plan is included in the license fee. While active, the Licensee receives all SDK updates: new engine versions, refreshed time-scale data, refreshed and extended Data Files, and new modules. After lapse the Licensee keeps every version already received, indefinitely; no new versions are delivered while the plan is inactive. Daphne Labs decides the content and timing of updates.

The SDK and the Data Files’ compiled representation remain the property of Daphne Labs Inc. The Licensed Product and the Licensee’s own code remain the Licensee’s. This agreement transfers usage rights, not ownership.

The Licensee may state that the Licensed Product is “Powered by the TME Engine” or “Uses the TME Engine by Daphne Labs” but is not required to, and must not suggest that Daphne Labs endorses the Licensed Product without written permission.

Support is by email, during business days, on a reasonable-effort basis. The SDK is provided “as is” and “as available”. Daphne Labs publishes its validation measurements and keeps an automated test suite, but does not warrant that the SDK is free of defects or fit for a particular purpose, and gives no warranty of merchantability or non-infringement beyond what mandatory law requires. The SDK computes astronomical positions and derived quantities for astrological, educational, and research software; it is not designed for and must not be relied on for navigation, aviation, spaceflight, or any safety-critical use. Some jurisdictions do not allow certain disclaimers; in those, this section applies to the maximum extent permitted.

To the maximum extent permitted by law, Daphne Labs’ total liability is limited to the amounts paid in the twelve months before the claim, and Daphne Labs is not liable for indirect, incidental, special, or consequential damages, or for lost profits, data, or goodwill; nothing in this agreement excludes liability that cannot be excluded under applicable law. The Licensee will defend and indemnify Daphne Labs against third-party claims arising from the Licensed Product or the Licensee’s breach, except to the extent a claim results from the SDK itself.

This agreement runs from the Effective Date. Daphne Labs may terminate if the Licensee materially breaches and does not cure within thirty days of written notice; on termination the Licensee stops new distribution, and copies already delivered to end users are unaffected. The restrictions, copy-tracing, ownership, warranty, liability, indemnity, and governing-law sections survive termination. This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods; the courts of Ontario in the Region of Waterloo have exclusive jurisdiction. The Licensee complies with applicable export-control and sanctions laws. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations. This agreement is the entire agreement about the SDK and replaces prior discussions; changes must be in writing, and if a provision is held unenforceable the remainder stays in force.