Centrifugal Labs License Agreement for Centrifugo PRO​

PLEASE READ CAREFULLY. This Centrifugal Labs License Agreement (the “Agreement”) is a legally binding contract between Centrifugal Labs LTD, a company registered in Cyprus (“Centrifugal Labs”), and you, either individually or on behalf of a legal entity (“You” or “Customer”). This Agreement governs Your access to and use of Centrifugal Labs Software (as defined in Section 7.2), including specifically Centrifugo PRO, which is provided in Object Code form only.

By installing, accessing, downloading, or using Centrifugal Labs Software (including specifically Centrifugo PRO), You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement. Use of the separately released Open Source version of Centrifugo (for example, under the Apache License 2.0) is governed solely by its applicable Open Source License and is not subject to this Agreement. If You do not agree to these terms, You must not install, access, or use the Centrifugal Labs Software and must immediately delete all copies in Your possession.

If You are entering into this Agreement on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that entity to this Agreement.

Posted Date: November 06, 2025

This Agreement is between Centrifugal Labs LTD and You (the Customer) and sets forth the terms under which You are granted a limited license to use the Centrifugal Labs Software, including any License Keys (as defined in Section 7.4), for the duration of the License Term (as defined in Section 7.5).

This Agreement currently covers Centrifugo PRO. Additional products released by Centrifugal Labs may be included only if explicitly added via an updated License Key or written amendment.

1. LICENSE, SUPPORT, RESTRICTIONS, AND OPEN SOURCE

1.1 License grant

Subject to the terms and conditions of this Agreement, and upon Your purchase and continued compliance with a valid License Key issued by Centrifugal Labs, Centrifugal Labs hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use only the specific Centrifugal Labs Software identified in the applicable License Key in Object Code form for Your business purposes, subject to the restrictions set forth in Section 1.3 and for the term and scope specified in the License Key and related documentation.

The License Key enables the commercial features and functions of the specific Centrifugal Labs Software covered by Your purchase. Use of the Centrifugal Labs Software and related services in connection with an expired License Key is governed by Section 2.2.

No rights are granted hereunder to the source code of the Centrifugal Labs Software. Use of the Open Source version of Centrifugo, made available separately under the Apache License 2.0, remains governed solely by that license and is not subject to this Agreement.

1.2 Support and Updates

(a) Support and Updates Included. During the applicable License Term (as defined in Section 7.5), Centrifugal Labs may provide You with software updates, upgrades, and technical support for the specific Centrifugal Labs Software covered by Your License Key.

(b) No Service-Level Guarantee. Unless otherwise agreed in a separate written agreement, Centrifugal Labs does not provide any guaranteed service levels, response times, or uptime commitments for support or updates. All support and updates are provided “as available” at Centrifugal Labs’ discretion.

(c) Separate Agreement for Enhanced Services. If You require guaranteed support, prioritized service, or additional service-level commitments, such terms must be negotiated in a separate written agreement with Centrifugal Labs and may be subject to additional fees.

(d) License Key Requirement. Access to support and updates is contingent upon a valid, active License Key. Expired or invalid License Keys do not entitle You to updates or support (as detailed in Section 2.2).

1.3 Reservation of Rights; Restrictions.

As between Centrifugal Labs and You, Centrifugal Labs and its licensors own all right, title, and interest in and to the Centrifugal Labs Software, including all related documentation and other intellectual-property rights. Except as expressly set forth in Section 1.1, no other license to the Centrifugal Labs Software is granted to You under this Agreement by implication, estoppel, or otherwise.

You agree not to:

(i) reverse engineer, decompile, decrypt, disassemble, or otherwise reduce any Centrifugal Labs Software provided to You in Object Code, or any portion thereof, to Source Code, except to the extent such restriction is prohibited by applicable law;

(ii) except as expressly permitted in Section 1.1 above, transfer, sell, rent, lease, distribute, sublicense, loan, or otherwise transfer or commercially exploit or make available the Centrifugal Labs Software Object Code, in whole or in part, to any third party;

(iii) use the Centrifugal Labs Software Object Code for providing time-sharing services, any software-as-a-service, service-bureau services, or as part of an application-services-provider or other service offering (collectively, a "SaaS Offering") where:

(a) the primary value proposition of the SaaS Offering to end users is direct access to the Centrifugal Labs Software itself, its administrative interfaces, or its core real-time messaging infrastructure; or

(b) the SaaS Offering is marketed, branded, or positioned as a competing real-time messaging platform, pub/sub service, WebSocket infrastructure, or similar offering that would directly substitute for Centrifugal Labs Software (like Centrifugo PRO) or its commercial features.

(c) You provide multi-tenant hosting of Centrifugal Labs Software or resell access to any features of the software as a product.

For clarity, You may use the Centrifugal Labs Software as an integrated component of Your own SaaS application or service where:

• The Software functions as internal infrastructure supporting Your application's features (such as chat, notifications, live updates, collaboration features, or real-time data synchronization);
• End users interact with Your application and its functionality, not directly with Centrifugal Labs Software interfaces or administration tools;
• Your SaaS Offering provides substantial additional value, features, and functionality beyond real-time messaging infrastructure;
• Your SaaS Offering is not marketed or positioned as a real-time messaging or pub/sub platform service.

The following examples are provided for illustrative purposes only and do not constitute an exhaustive list:

Permitted SaaS Uses:

• A project management SaaS with real-time collaboration features
• A customer support platform with live chat functionality
• A trading platform with real-time market data updates
• A social media application with real-time notifications
• An IoT dashboard with live sensor data visualization

Prohibited SaaS Uses:

• Offering Centrifugal Labs Software (like Centrifugo PRO) as a managed hosting service
• Reselling access to Centrifugal Labs Software features or APIs as a product
• Building a "real-time messaging platform as a service" using the Centrifugal Labs Software
• Providing multi-tenant Centrifugo PRO infrastructure to third parties
• White-labeling or rebranding the Software as your own product

(iv) circumvent, disable, or otherwise interfere with any technical limitations, usage restrictions, or other controls imposed by the License Key;

(v) alter or remove any Marks and Notices in or on the Centrifugal Labs Software; or

(vi) violate any posted Centrifugal Labs policies regarding its Marks and Notices.

(vii) use the Centrifugal Labs Software in connection with any illegal, unlawful, or prohibited activity, product, or service under applicable law, including but not limited to activities violating export controls, sanctions, anti-money laundering regulations, or intellectual property rights of third parties.

If You have any questions as to whether Your specific use case is permitted under this Section, or wish to obtain Centrifugal Labs' written permission for any use not clearly permitted herein, please contact [email protected] before proceeding with such use.

1.4 Third Party Open Source Software.

The Centrifugal Labs Software may contain or be provided with third-party Open Source libraries, components, utilities, and other Open Source Software (collectively, "Open Source Software"), which may have applicable license terms identified on a website designated by Centrifugal Labs. Notwithstanding anything to the contrary herein, use of any Open Source Software shall be subject to the license terms and conditions applicable to such Open Source Software, to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to You hereunder, but may contain additional rights). To the extent any provision of this Agreement conflicts with a license applicable to Open Source Software, such Open Source Software license shall govern with respect to that component only.

Centrifugal Labs may also separately make available certain Open Source Software that it licenses under its own Open Source terms. Your use of such Open Source Software is not governed by this Agreement, but by the applicable Open Source License terms.

2. TERMINATION

2.1 Termination for Breach.

If You materially breach any provision of this Agreement or fail to comply with any material restriction or obligation set forth herein, Centrifugal Labs may terminate this Agreement and the License granted hereunder by providing written notice to You. Upon receipt of such notice, You shall have fifteen (15) days to cure the breach if it is curable. If You fail to cure the breach within such period, or if the breach is not curable, this Agreement and all rights granted hereunder shall immediately terminate.

Notwithstanding the foregoing, Centrifugal Labs may immediately terminate this Agreement without providing an opportunity to cure in the event of:

(i) any breach of Section 1.3(i), (ii), (iii), (iv), or (vii) (reverse engineering, unauthorized distribution, prohibited SaaS use, License Key circumvention, or use in connection with illegal activities);

(ii) any intentional unauthorized disclosure or misuse of License Keys; or

(iii) any action that poses an immediate threat to Centrifugal Labs' intellectual property rights.

Upon any termination under this Section, all rights granted to You under this Agreement shall immediately cease.

2.2 Expiration of License Key.

The expiration of a License Key does not terminate this Agreement. Following expiration, You may continue to use and install any versions of Centrifugal Labs Software covered by Your License Key that were released prior to the License Key expiration date, provided that such use remains in full compliance with the terms of this Agreement. However, access to updates, upgrades, new releases, maintenance, or technical support will no longer be available unless You obtain a new, valid License Key. Use of Centrifugal Labs Software under an expired License Key is limited to the functionality enabled by that key at the time of expiration.

2.3 Post-Termination Obligations.

Upon any termination of this Agreement (other than mere expiration of a License Key), You must immediately cease all use of the Centrifugal Labs Software in Object Code form and, within seven (7) days of such termination, delete or destroy all copies of such software in Your possession or control and provide written certification of such deletion to Centrifugal Labs upon request. For the avoidance of doubt, termination of this Agreement does not affect Your rights to use Centrifugal Labs Software made available separately under the Apache License version 2.0.

2.4 Survival.

The following provisions shall survive any termination or expiration of this Agreement: Sections 1.3 (Reservation of Rights; Restrictions), 2.3 (Post-Termination Obligations), 3 (Disclaimer of Warranties and Limitation of Liability), 4.1 (Entire Agreement), 4.3 (Governing Law and Jurisdiction), 4.4 (Injunctive Relief), 4.6 (Severability), 4.9 (Data Protection and Privacy), 6 (Proper and Secure Use of License Keys - to the extent related to pre-termination obligations), and 7 (Definitions). Section 5 (Verification) shall survive for a period of one (1) year following termination.

3. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

3.1 Disclaimer of Warranties.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE CENTRIFUGAL LABS SOFTWARE AND ANY RELATED SERVICES (INCLUDING SUPPORT, UPDATES, OR UPGRADES) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. CENTRIFUGAL LABS AND ITS LICENSORS MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE CENTRIFUGAL LABS SOFTWARE OR ANY RELATED MATERIALS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CENTRIFUGAL LABS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, RELIABILITY, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CENTRIFUGAL LABS DOES NOT WARRANT THAT THE CENTRIFUGAL LABS SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

3.2 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CENTRIFUGAL LABS OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE CENTRIFUGAL LABS SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF CENTRIFUGAL LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL CENTRIFUGAL LABS’ TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU TO CENTRIFUGAL LABS FOR THE LICENSE KEY THAT DIRECTLY GAVE RISE TO THE CLAIM UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

4. MISCELLANEOUS

4.1 Entire Agreement.

This Agreement constitutes the complete and exclusive agreement between You and Centrifugal Labs regarding the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, or communications, whether oral or written, relating to the same subject matter. No terms, conditions, or warranties other than those set forth herein, and no purchase order terms or other terms presented by You, shall be binding on Centrifugal Labs unless agreed to in writing and signed by an authorized representative of Centrifugal Labs.

4.2 Modifications.

Centrifugal Labs may modify this Agreement from time to time. Any modified Agreement will be effective as of the “Posted Date” stated at the top of the updated version. Continued use of the Centrifugal Labs Software after such Posted Date constitutes Your acceptance of the modified terms. Modifications will apply prospectively only and will not affect rights or obligations arising prior to the effective date of the modification.

4.3 Governing Law and Jurisdiction.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed exclusively by, and construed in accordance with, the laws of the Republic of Cyprus, without regard to its conflict-of-law principles. All disputes arising out of or in connection with this Agreement, including its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the competent courts of Cyprus. Each party irrevocably waives any objection to such jurisdiction or venue, including objections based on lack of personal jurisdiction, improper venue, or forum non conveniens.

4.4 Injunctive Relief.

A breach or threatened breach by You of Section 1.3 or Section 6 may cause Centrifugal Labs irreparable harm for which monetary damages would be an inadequate remedy. In such event, Centrifugal Labs shall be entitled to seek injunctive or other equitable relief, without the requirement of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity. You acknowledge and agree that such breaches would cause irreparable harm and that monetary damages would not be a sufficient remedy.

4.5 Assignment.

You may not assign, transfer, or delegate this Agreement, whether voluntarily, involuntarily, by operation of law, merger, acquisition, or otherwise, without the prior written consent of Centrifugal Labs. Any attempted assignment or transfer in violation of this Section shall be null and void. Centrifugal Labs may assign this Agreement without restriction in connection with a merger, acquisition, or sale of substantially all of its assets.

4.6 Severability.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect and be interpreted to reflect the original intent of the parties.

4.7 Notices.

All notices or communications under this Agreement must be in writing and shall be deemed delivered upon transmission when sent by email to [email protected] (for notices to Centrifugal Labs), or to You at the email address associated with Your License Key purchase, unless otherwise specified in writing by either party.

4.8 Force Majeure.

Centrifugal Labs shall not be liable or deemed to be in default for any delay or failure in performance of any obligation under this Agreement to the extent such delay or failure results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil disturbance, government action, labor disputes, power outages, failures of the Internet or telecommunications networks, denial-of-service attacks, or other events of a similar nature. In such cases, Centrifugal Labs’ performance shall be deemed suspended for the period of the delay or inability to perform.

4.9 Data Protection and Privacy

Centrifugal Labs Software is self-hosted and does not transmit personal or sensitive data to Centrifugal Labs. The Software may send anonymous feature usage analytics (e.g., version, enabled modules, node count) solely to help improve the product. No message content, user identifiers, IP addresses, or other personal data are collected or transmitted. Analytics may be fully disabled via explicit configuration.

You are solely responsible for ensuring that Your deployment and use of Centrifugal Labs Software—including any data processed through real-time channels—complies with all applicable data protection and privacy laws, including the General Data Protection Regulation (GDPR) where applicable. Centrifugal Labs assumes no responsibility for any personal or sensitive data that You choose to process, transmit, or store using Centrifugal Labs Software.

Centrifugal Labs processes only minimal account data (e.g., email, company name, License Key metadata) as necessary to deliver and manage Your license.

No Data Processing Agreement (DPA) is required for standard self-hosted use of Centrifugal Labs Software.

5. VERIFICATION

You shall maintain accurate records of Your use of the Centrifugal Labs Software sufficient to show compliance with the terms of this Agreement. On reasonable notice, Centrifugal Labs may audit Your use of the Centrifugal Labs Software to confirm Your compliance with the terms of this Agreement, provided such audit does not unreasonably interfere with Your business activities. You shall reasonably cooperate with Centrifugal Labs and/or any third party auditor, and will, without prejudice to other rights of Centrifugal Labs, address any non-compliance identified by the audit within thirty (30) days after such audit. Centrifugal Labs may also, at any time on request, require You to furnish Centrifugal Labs with information necessary to verify that Your use of the Centrifugal Labs Software is in compliance with the terms of this Agreement.

6. PROPER AND SECURE USE OF LICENSE KEYS

6.1 Secure Storage.

You are responsible for maintaining the secure storage and confidentiality of Your License Keys for Centrifugal Labs Software. Under no circumstances shall You share Your License Keys publicly or with unauthorized individuals.

6.2 Unauthorized Use.

In the event of any unauthorized use or suspected breach of security of a License Key, You must notify Centrifugal Labs immediately. Delay in reporting may result in You being held responsible for any consequences of unauthorized use.

6.3 Updates and Changes.

Any updates, renewals, or changes to License Keys must be managed securely and in accordance with Centrifugal Labs’ guidelines and instructions.

6.4 Compliance.

You must use License Keys in compliance with this Agreement. Misuse of License Keys may result in immediate termination of this Agreement under Section 2.1 and revocation of Your rights to use the Centrifugal Labs Software.

6.5 Responsibility.

You are fully responsible for all activities that occur under Your License Keys. Any harm or liability arising from misuse of License Keys is solely Your responsibility.

6.6 Backup.

You are strongly encouraged to maintain secure backups of Your License Keys. Loss of License Keys may prevent access to or use of the Centrifugal Labs Software. Centrifugal Labs shall not be liable for any loss or damage resulting from Your failure to comply with this requirement.

6.7 Replacement.

In case of loss or compromise of a License Key, contact Centrifugal Labs immediately to request a replacement. Replacement may be subject to a fee.

6.8 Liability.

Centrifugal Labs shall not be liable for any damages or losses resulting from unauthorized or improper use of License Keys.

7. DEFINITIONS

7.1 “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or is under common control with such party, where “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity or the contractual right to determine its policies and manage its operations.

7.2 “Centrifugal Labs Software” means the proprietary software products developed and distributed by Centrifugal Labs LTD that are specifically covered by this Agreement and the applicable License Key, including Centrifugo PRO and any related modules, features, or components made available in Object Code form. Any additional Centrifugal Labs products released in the future will only be covered by this Agreement if Centrifugal Labs expressly adds them to this Agreement or the applicable License Key. This excludes any other software released under a separate license, including Open Source software under the Apache License 2.0.

7.3 “License” means the limited, non-exclusive, non-transferable, revocable right and license granted under this Agreement, without the right to grant or authorize sublicenses, solely for Your business operations to (i) install and use the applicable features and functions of the Centrifugal Labs Software in Object Code form, and (ii) permit Contractors and Your Affiliates to use the Centrifugal Labs Software as set forth in (i) above, provided that such use by Contractors must be solely for Your benefit and/or the benefit of Your Affiliates. You remain responsible for all acts and omissions of such Contractors and Affiliates that are contrary to the terms of this Agreement.

7.4 “License Key” means a unique digital key or token, including but not limited to a JSON blob or similar data sequence, issued by Centrifugal Labs to enable specific features, functions, or capacity levels of the Centrifugal Labs Software, and to define the applicable License Term.

7.5 “License Term” means the duration of time specified in the applicable License Key or related purchase documentation during which You are entitled to receive updates, upgrades, and support for the Centrifugal Labs Software. The License Term may expire without terminating this Agreement, as described in Section 2.2.

7.6 “License Key Expiration” means the end date of the applicable License Term as encoded or otherwise indicated in the License Key, after which no further updates, upgrades, or support are provided unless You purchase a new License Key.

7.7 “Marks and Notices” means all trademarks, service marks, trade names, logos, copyright notices, and other proprietary legends of Centrifugal Labs, including those appearing on or within the Centrifugal Labs Software or its documentation.

7.8 “Object Code” means any form of the Centrifugal Labs Software resulting from mechanical transformation or translation of Source Code form, including but not limited to compiled object code, generated documentation, or conversions to other media types.

7.9 “Source Code” means the preferred form of the Centrifugal Labs Software for making modifications, including but not limited to software source code, build scripts, documentation source, and configuration files.

7.10 “Contractor” means an independent third-party individual or entity engaged by You under a written agreement to provide services solely for Your benefit, provided that such Contractor is bound by confidentiality and use restrictions at least as protective as those in this Agreement. You remain fully liable for any Contractor’s acts or omissions as if they were Your own.