SMILE Serve Engine — Commercial Enterprise Runtime License Agreement
Version 1.0 · 8 October 2026
This is the standard form of the commercial runtime license for SMILE Serve Engine. It becomes binding when an Order Form that names this version is signed. The Order Form's scope, fees, quantities, and support terms are incorporated into this Agreement.
Scope: self-hosted / on-premises software. The Customer installs and operates SMILE Serve Engine in its own environments. The Licensor does not host the software, does not control its availability, and makes no availability or uptime commitment under this Agreement. What the Licensor commits to is support response and resolution targets (§5.3, §6.2). A hosted or managed offering, if the Licensor ever provides one, would be governed by a separate agreement (not this one), and only that agreement would carry an availability SLA and service credits.
1. Parties
This Commercial Enterprise Runtime License Agreement (this "Agreement") is between:
- Haifeng Li, an individual, the author and copyright holder of SMILE Serve 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 scope/quantities, fees, term, and support tier.
- "Licensed Product" — SMILE Serve Engine, the inference and model-serving runtime, including its components, APIs, and accompanying documentation, in the version/build listed on the Order Form.
- "Production Use" — operation of the Licensed Product in a live environment to serve requests other than solely for evaluation, development, or testing.
- "Open Source Version" — SMILE Serve Engine as distributed by the Licensor under the GNU Affero General Public License v3. This Agreement does not govern the Open Source Version; the AGPLv3 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) install, execute, and operate the Licensed Product for the Customer's internal and commercial Production Use, including to serve the Customer's own applications and its own customers;
- (b) make a reasonable number of copies for backup, failover, and disaster recovery, and to deploy in the Customer's environments (on-premises, cloud, or hybrid) within the scope licensed on the Order Form;
- (c) modify the Licensed Product for the Customer's internal use; and
in each case free of the AGPLv3 Section 13 obligation to offer the Corresponding Source to users interacting with it over a network — which is the principal right this Agreement confers.
3.2 Scope. The grant is limited to the quantities (e.g., node, vCPU, or instance limits) and environments stated on the Order Form, and to the Term.
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 and their use counts toward the licensed scope.
3.4 Enterprise platform capabilities. Features designated as enterprise capabilities on the Order Form — such as high-availability clustering, zero-GC execution, and enterprise management — are licensed only under this Agreement and are not part of the Open Source Version.
3.5 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 the AGPLv3.
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, data, models, and configurations, 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; Renewal; Support
5.1 Term. The license is granted for an initial term stated on the Order Form (default twelve (12) months) and automatically renews for successive twelve-month periods, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current period.
5.2 Effect of non-renewal. On expiry, the Customer's right to operate the Licensed Product ends, and the Customer shall cease Production Use. The Customer may retain a copy solely to migrate off the Licensed Product for up to ninety (90) days after expiry.
5.3 Support. During the Term, the Customer receives Support on the terms of the support tier stated on the Order Form or in the Licensor's current support policy referenced there. Support is measured by the Licensor's response and resolution targets for the Customer's issues; because the Customer operates the software, this Agreement makes no commitment about the availability or uptime of the Customer's deployment.
6. Updates, Support, and CVE Windows
6.1 Updates. During the Term, the Customer receives Updates (bug and correctness fixes) and Upgrades (new features) to the Licensed Product as the Licensor makes them generally available, at no additional fee unless the Order Form says otherwise.
6.2 Support. Support scope and response targets are as stated on the Order Form or in the Licensor's 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 subscription 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. 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.
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, model, 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, models, or data, 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 Support remedies. As this is self-hosted software, failure to meet a support response or resolution target is a service matter governed by the applicable support policy, and is not by itself a breach giving rise to termination or damages.
10.4 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 if the other materially breaches and fails to cure within thirty (30) days of written notice.
11.2 Effect of termination. On termination or expiry, the Customer shall cease Production Use of the Licensed Product, except for the ninety (90)-day migration period in Section 5.2.
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 deployment 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, models, 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.