SMILE Core Engine — Commercial License Agreement
Version 1.0 · 8 October 2026
This is the standard form of the OEM and embedding license for the SMILE Core Engine. It becomes binding when an Order Form that names this version is signed. The Order Form states the Customer, the Licensed Product, scope, fees, and term, and is incorporated into this Agreement.
1. Parties
This Commercial License Agreement (this "Agreement") is between:
- Haifeng Li, an individual, the author and copyright holder of SMILE Core Engine (the "Licensor"); and
- the customer identified on the Order Form (the "Customer").
Commercial licenses are granted by the Licensor and administered by HALO.AI LLC, a New York limited liability company, as the Licensor's authorized licensing agent and reseller (the "Commercial Agent").
2. Definitions
- "Order Form" — the ordering document (or online checkout) that references this Agreement and states the Customer, the Licensed Product, licensed quantities/scope, fees, and term.
- "Licensed Product" — the SMILE Core Engine module(s) identified on the Order
Form (
base,core,nlp,deep,plot,kotlin, and related modules), including the accompanying documentation, in the version/build listed there. - "Licensed Materials" — all copies of the Licensed Product made by the Customer under this Agreement.
- "Application" — a software product of the Customer that incorporates the Licensed Product and which the Customer distributes to its own end users.
- "End User" — a third party to whom the Customer distributes an Application.
- "Open Source Version" — the SMILE Core Engine as distributed by the Licensor under the GNU General Public License v3. This Agreement does not govern the Open Source Version; the GPL does.
3. Grant of License
3.1 Grant. Subject to the terms of this Agreement and payment of the Fees, the Licensor grants the Customer a worldwide, non-exclusive, non-transferable license, for the Term, to:
- (a) reproduce, install, and use the Licensed Product internally to develop and test Applications;
- (b) modify the Licensed Product to create derivative works, solely to incorporate it into Applications; and
- (c) distribute the Licensed Product as incorporated in Applications, in object-code form, to End Users and through the Customer's distribution channels, free of the GPLv3's source-disclosure obligations.
3.2 Scope. The grant is limited to the quantities and use described on the Order Form. Rights not expressly granted are reserved by the Licensor.
3.3 Affiliates and contractors. The Customer's Affiliates and contractors may use the Licensed Product for the Customer's benefit under this Agreement, provided the Customer is responsible for their compliance.
3.4 The Open Source route remains available. Nothing in this Agreement restricts the Customer's rights under the Open Source Version, which the Customer may use instead under GPLv3.
4. Ownership
4.1 Reserved to the Licensor. The Licensed Product is licensed, not sold. All intellectual property rights in the Licensed Product are and remain the exclusive property of the Licensor and the Licensor's licensors — the Licensor owns the works he authored and is licensed to license third-party contributions to SMILE under the SMILE Contributor License Agreement. No title or ownership passes to the Customer.
4.2 Customer's work. All intellectual property rights in the Customer's Applications, and in modifications the Customer makes to the Licensed Product, are and remain the Customer's. No rights in them are granted to the Licensor, except the limited right to use them as needed to provide support.
4.3 Notices. The Customer may not remove or alter copyright, license, or attribution notices in the Licensed Product.
5. Term; Maintenance and Support
5.1 Perpetual license. The license granted in Section 3 is perpetual and does not expire, subject to termination for breach under Section 11. The Customer's right to continue using and distributing Applications it developed under this Agreement is not conditioned on continued payment.
5.2 Annual Maintenance. Updates, upgrades, technical support, and the guaranteed CVE-resolution windows described in Section 6 are provided under a separately renewable annual Maintenance subscription, as stated on the Order Form. If Maintenance lapses, the perpetual license in Section 5.1 continues, but the Licensor has no further obligation to provide Updates, Support, or CVE windows until Maintenance is reinstated.
5.3 Maintenance renewal. Maintenance renews annually unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current period.
6. Updates, Support, and CVE Windows
6.1 Updates and Upgrades. During an active Maintenance period, the Customer receives Updates (bug fixes, correctness fixes) and Upgrades (new features) to the Licensed Product as the Licensor makes them generally available.
6.2 Support. Support scope and response targets are as stated on the Order Form or in the Licensor's current support policy referenced there.
6.3 Guaranteed CVE resolution. For CVEs rated Critical or High that affect the Licensed Product, the Licensor will provide a fix or documented mitigation within the resolution window stated on the Order Form, provided the Customer's Maintenance is active and the Customer reports or the issue is publicly known.
7. Fees and Payment
7.1 Fees. Fees are stated on the Order Form and are annual for Maintenance (and for any subscription component). All amounts are in U.S. dollars unless the Order Form states otherwise.
7.2 Taxes. Fees are exclusive of sales, use, value-added, withholding, and similar taxes, which are the Customer's responsibility (other than taxes on the Licensor's income).
7.3 Payment terms. Invoiced amounts are due thirty (30) days from the invoice date. Late amounts accrue interest at 1.0% per month or the maximum permitted by law, whichever is less.
7.4 No refunds. Fees are non-refundable except as expressly stated in this Agreement.
8. Warranties
8.1 Authority. Subject to Section 8.3 and Section 9, the Licensor warrants that he has the right to grant the licenses in this Agreement, comprising his own authorship and the third-party contributions licensed to him under the SMILE Contributor License Agreement.
8.2 Conformance. For ninety (90) days from delivery, the Licensed Product will substantially conform to its accompanying documentation. The Customer's exclusive remedy, and the Licensor's entire liability, for breach of this warranty is repair or replacement of the affected component, or refund of the Fees paid for it, at the Licensor's option.
8.3 Title and non-infringement. The Licensor gives no warranty of title or non-infringement other than the indemnity in Section 9, which is the Customer's sole remedy for third-party intellectual-property claims. (See Section 9 for the scope and the carve-outs.)
8.4 Disclaimer. EXCEPT AS EXPRESSLY STATED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS", AND THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Intellectual Property Indemnity
9.1 Indemnity. The Licensor shall defend the Customer against a third-party claim that the Licensed Product, as provided by the Licensor and used within the scope of this Agreement, infringes that third party's copyright or issued patent, and shall pay damages finally awarded by a court of competent jurisdiction, or amounts of a settlement the Licensor approves in writing, subject to Section 9.4 and the cap in Section 10.
9.2 Conditions. The Customer must: notify the Licensor promptly in writing of the claim; give the Licensor sole control of the defense and settlement; provide reasonable cooperation and information; and make no admission or settlement without the Licensor's written consent.
9.3 Exclusions. The indemnity does not apply to claims arising from:
- (a) the Customer's modifications to the Licensed Product, or the combination of the Licensed Product with any product, service, or data not provided by the Licensor;
- (b) use of the Licensed Product outside the scope of this Agreement, or in breach of it;
- (c) a version of the Licensed Product other than a current, non-EOL version provided by the Licensor;
- (d) the Customer's continued use after the Licensor has provided a non-infringing replacement or modification and the Customer could reasonably adopt it; or
- (e) the Customer's Applications, or third-party or open-source components the Customer combines with the Licensed Product.
9.4 Sole remedy. At the Licensor's election and expense, the Licensor may: procure the right for the Customer to continue using the Licensed Product; replace or modify it so it is non-infringing; or, if neither is reasonably available, terminate this Agreement as to the affected component and refund prepaid, unused Fees for it. This Section 9.4 is the Licensor's sole obligation, and the Customer's sole remedy, for any third-party IP claim, in place of any other warranty or remedy of non-infringement.
10. Limitation of Liability
10.1 Cap. EXCEPT FOR (i) BREACH OF CONFIDENTIALITY AND (ii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT — INCLUDING ITS LIABILITY UNDER SECTION 9 (INDEMNITY) — SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.2 Consequential damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, HOWEVER CAUSED.
10.3 Risk allocation. The parties acknowledge that these limits are part of the basis of the bargain and are reflected in the Fees.
11. Termination
11.1 Termination for breach. Either party may terminate this Agreement (and the Maintenance subscription) if the other materially breaches and fails to cure within thirty (30) days of written notice.
11.2 Effect of termination. On termination of the license, the Customer shall stop using and distributing the Licensed Product, except that the Customer may continue to distribute Applications already in distribution at the time of termination, for their remaining lifecycles (a wind-down right, to avoid stranding shipped products). On termination of only Maintenance, Section 5.2 applies.
11.3 Survival. Sections 4, 7 (accrued fees), 9, 10, 12, and 13 survive.
12. Confidentiality; Audit
12.1 Confidentiality. Each party shall protect the other's confidential information with at least reasonable care and use it only to perform this Agreement. This obligation survives for five (5) years (indefinitely for trade secrets).
12.2 Audit. The Licensor may, no more than once per year and on reasonable notice, audit the Customer's use of the Licensed Product for compliance with the Order Form scope. Audits are at the Licensor's expense, subject to confidentiality, and require no access to the Customer's source code or End-User data.
13. General
13.1 Governing law; venue. This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in New York.
13.2 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets, provided the successor assumes this Agreement.
13.3 Survival of Customer rights on agency change. The Customer's rights under this Agreement are granted by the Licensor as the ultimate licensor and survive the termination of the Commercial Agent's authority and any dissolution of the Commercial Agent. The Commercial Agent's authority to grant licenses on the Licensor's behalf is documented in the Commercial Licensing Agency & Reseller Agreement between the Licensor and the Commercial Agent.
13.4 Notices. As stated on the Order Form, or to such other address as a party designates in writing. Notices by email are effective when acknowledged.
13.5 Entire agreement. This Agreement, with the Order Form and any Schedules, is the entire agreement between the parties on its subject and supersedes prior discussions on it. It is not the entire agreement on the ownership of the SMILE works; that subject is governed by the agreement between the Licensor and the Commercial Agent.
13.6 Amendment. Any amendment must be in writing and signed by both parties.
13.7 Severability; counterparts. If any provision is held invalid, the remainder stays in effect. This Agreement may be executed in counterparts and by electronic signature.
13.8 No third-party beneficiaries. Except for the Licensor's licensors as to Section 4, this Agreement confers no rights on any third party.