SMILE Agent Studio — Commercial License Agreement
Version 1.0 · 8 October 2026
This is the standard form of the commercial license for SMILE Agent Studio, the agentic data-science desktop IDE and model-packaging environment. It becomes binding when an Order Form that names this version is signed. The Order Form's scope, seats, fees, and term are incorporated into this Agreement.
Scope: on-premises desktop software, licensed per seat. SMILE Agent Studio is installed and run by the Customer on its own machines. The Licensor does not host or operate it, and makes no availability or uptime commitment. What the Licensor commits to is support response and resolution targets (§5.3, §6.2). A hosted offering, if the Licensor ever provides one, would be governed by a separate agreement, and only that agreement would carry an availability SLA.
1. Parties
This Commercial License Agreement (this "Agreement") is between:
- Haifeng Li, an individual, the author and copyright holder of SMILE Agent Studio (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 number of Authorized Users, fees, term, and support tier.
- "Licensed Product" — SMILE Agent Studio, the agentic data-science desktop IDE and model-packaging environment, including its executable, components, and accompanying documentation, in the version listed on the Order Form.
- "Authorized User" — an individual named on or covered by the Order Form who is an employee or contractor of the Customer, and who may install and use the Licensed Product on the Customer's behalf.
- "Commercial Production Use" — use of the Licensed Product for the Customer's business (including developing, evaluating, or packaging models and applications for commercial purposes), other than the non-production uses already permitted by the BSL 1.1 Additional Use Grant (Section 3.4).
- "Open Source / Source-Available Version" — SMILE Agent Studio as distributed by the Licensor under the Business Source License 1.1 (BSL 1.1), including its Additional Use Grant and its Change License. This Agreement does not govern that distribution; the BSL 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 and run the Licensed Product on machines controlled by the Customer, for Commercial Production Use, by up to the number of Authorized Users stated on the Order Form;
- (b) use the Licensed Product to develop, evaluate, and export serialized model packages for the Customer's commercial purposes; and
- (c) offer the Licensed Product, or a product embedding it, to third parties on a hosted or embedded basis, to the extent the Order Form expressly authorizes it — a use the BSL 1.1 Additional Use Grant excludes.
3.2 Seats. The number of Authorized Users is stated on the Order Form. An Authorized User may install the Licensed Product on more than one machine that the Customer controls for that individual's use, but the Licensed Product may not be shared among, or made available to, more individuals than the number of Authorized Users licensed.
3.3 Scope. The grant is limited to the Authorized Users, environments, and purposes stated on the Order Form, and to the Term. Rights not expressly granted are reserved.
3.4 Relationship to the BSL. The Licensed Product is separately made available by the Licensor under BSL 1.1, whose Additional Use Grant already permits free personal, academic, evaluation, and other non-production uses, and which excludes offering the Licensed Work to third parties on a hosted or embedded basis. This Agreement does not restrict those free uses; it grants the additional rights the Customer needs for Commercial Production Use and, if authorized, hosted/embedded offerings. Where this Agreement and the BSL both apply, the Customer may rely on either, as to their respective scopes.
3.5 Change Date acknowledged. The Customer acknowledges that each version of the Licensed Product converts to the Change License (AGPLv3) four (4) years after that version's first public release, at which point the Customer may use that version under the AGPLv3 instead of this Agreement. Until that date, Commercial Production Use of that version requires this Agreement or another permission from the Licensor.
3.6 No source disclosure required. Nothing in this Agreement requires the Customer to publish or disclose the Customer's source code, models, data, or notebooks.
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 projects, notebooks, models, exported packages, data, 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 Commercial Production Use of the then-current version ends. The Customer may continue to use the Licensed Product only within the free uses permitted by the BSL Additional Use Grant, or as otherwise permitted by the BSL or the AGPLv3 after a Change Date. The Customer may retain exported model packages it created — those are the Customer's work (Section 4.2) and are unaffected.
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; because the Customer operates the software itself, this Agreement makes no commitment about the availability or uptime of the Customer's installation.
6. Updates, Support, and CVE Windows
6.1 Updates. During the Term, the Customer receives Updates (bug 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, and are generally per Authorized User (seat-based). 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. LICENSOR SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE ACCURACY, COMPLETENESS, FAIRNESS, OR FITNESS OF ANY ALGORITHM, MODEL, PREDICTION, OR OUTPUT GENERATED USING THE LICENSED PRODUCT.
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 projects, models, data, or exported packages, 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. LICENSOR DISCLAIMS ALL LIABILITY FOR THE ACCURACY, COMPLETENESS, FAIRNESS, OR FITNESS OF ANY ALGORITHM, MODEL, PREDICTION, OR OUTPUT GENERATED USING THE LICENSED PRODUCT.
10.3 Data and models. The Customer is solely responsible for its data, models, and exported packages and for the decisions it makes using them.
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 Commercial Production Use of the Licensed Product, except that (a) the Customer may retain and use exported model packages, projects, and data it created (its own work under Section 4.2), and (b) the free uses under the BSL Additional Use Grant continue to the extent the BSL permits.
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 to verify that Authorized User counts and scope match the Order Form. Audits are at the Licensor's expense, subject to confidentiality, and require no access to the Customer's data, models, notebooks, or source code.
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. It does not supersede the BSL; the BSL continues to govern the separately distributed source-available version.
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.