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Blocknote XL Commercial License

BlockNote XL Commercial License

Important – Read Carefully

This Commercial License constitutes a legally binding agreement (Agreement) between you or the business and/or entity which you represent (Licensee) and BlockNote (Licensor) for all BlockNote XL products included in this distribution/installation and associated documentation (Software).

By purchasing, installing, copying, or otherwise using the Software, you acknowledge that you have read this Agreement and you agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this Agreement.

If you do not agree to any of the terms and conditions of this Agreement or if you do not have the legal authority to bind the business and/or entity you are representing to any of the terms and conditions of this Agreement. Do not install, copy, use, evaluate, or replicate in any manner, any part, file or portion of the software development product(s).

1.Definitions

  • "Affiliates" means the subsidiaries and the affiliates of the Licensee.
  • "Agreement" means this legally binding agreement that grants the Commercial License for all BlockNote XL products.
  • “Application” means either one (1) unique domain for web-based applications (excluding development, testing, or staging domains), or one (1) executable application instance for desktop or mobile use;
  • "AGPL" means the GNU Affero General Public License version 3.0.
  • "BlockNote" means OpenBlocks B.V., a legal entity registered under the Dutch Chamber of Commerce identifier 96110295.
  • "Commercial License" means the commercial license that is granted in this Agreement.
  • "Effective Date" means the date on which the Agreement is made effective. This is the date of the purchase.
  • "Front-end code" means the code that is executed in a browser, JavaScript most of the time.
  • "Licensee" means the business and/or entity that you represent.
  • "Licensor" means the creator and owner of the Software: BlockNote.
  • "License Term" means the duration for which the Commercial License is valid, starting from the Effective Date for an initial term of one month;
  • "Licensed Developers" means any person (employees, workers, and contractors) that are authorized by the Licensee to develop, modify, or integrate the software products that include the Software.
  • "OSS" means Open Source Software.
  • "Site" means all websites operated by BlockNote, including but not limited to https://www.blocknotejs.org (opens in a new tab).
  • "Software" means the copyrighted BlockNote XL Packages owned by Licensor, subject to the terms of this Agreement.
  • "Support Period" means the meaning that has been given to it in article 8.1.
  • "Permitted Third Party" means the meaning that has been given to it in article 2.9.
  • "Production environment" is where the User can see, experience, and interact with the product.
  • "User" means an end-user who accesses or interacts with the application or service provided by Licensee that incorporates the Software.
  • "XL Package" means specific components of the BlockNote library that are marked as XL and are subject to dual licensing. Including, but not limited to: Exporters (PDF / Docx / ODT), Multi-Column and Generative AI functionality.

2. The license

2.1. Choice of license

Licensor offers the XL Packages under a dual license model. Licensor offers two licensing options:

  • a) the open source AGPL, where any modifications or derivative works must also be made available under the license terms of AGPL; and
  • b) this Commercial License, where you may use the Software under the terms and conditions mentioned in this Agreement.

This Agreement is only applicable if you use the Commercial License.

2.2. Evaluation (trial) license

You are free to try the Software:

  • a) for a limited period of 30 days starting from the first use of the Software in a non-production environment; and
  • b) for the development of code not intended for production (for example, the reproduction of a bug in a GitHub issue, doing a performance benchmark).

After the given trial period, you must license the Software if you continue to use it, whether in a production environment or non-production environment.

2.3. Startup license

Companies with fewer than five employees are eligible to use the Commercial License against a discount, subject to written confirmation. Please contact the Licensor if you believe you might be eligible for the discount.

If, at any time during the License Term, the Licensee or its Affiliates employ five (5) or more individuals, the Licensee must promptly notify the Licensor and the Startup License shall automatically convert into a standard Commercial License at the full applicable license fee for the remainder of the License Term. The difference between the discounted fee and the full fee will become due upon conversion.

Failure to report a change in entitlement of the startup license may result, at Licensor’s discretion, in termination of the Commercial License and this Agreement or in the invoicing of the discount granted for the period during which Licensee no longer met the entitlement conditions as mentioned in this article.

2.4. Commercial License grant

In exchange for the fee due under section 6 (Payment), or as otherwise agreed, Licensor hereby grants Licensee and Affiliates a Commercial License to install and use the Software.

The Commercial License granted to Licensee and its Affiliates allows a worldwide, non-exclusive, non-transferable, sublicensable, royalty-free license, commencing on the Effective Date.

The Commercial License entitles the Licensee to use the Software in development on a single Application and for deployment in a single Production Environment, subject to the License Term and other conditions of this Agreement. Continued use of the Software in any deployed Application requires an active Commercial License, even if no development activity occurs after deployment.

The Commercial License allows the use of the latest version and all older versions released. Access to software updates is governed by section 7 (Updates).

2.5. Usage rights

Licensee may include the Software in a larger work containing more than the Software and may give limited usage rights (a sublicense) to Users as part of that larger work. The person or organization that receives this sublicense is the sublicensee. The sublicensee is allowed to use the Software only under the same conditions as the Licensee. However, the sublicensee shall not have the right to sublicense its rights.

Licensee shall ensure (and shall procure that its Affiliates shall ensure) that the terms of any sublicense are in writing and are substantially the same and as restrictive as the terms of this Agreement.

2.6. Restrictions

Licensee shall not:

  • a) sell, rent, lease, distribute, assign, transfer, or encumber rights to the Software;
  • b) allow access to the Software by others not licensed under this Agreement;
  • c) share modified copies of the Software or documentation with others not licensed under this Agreement;
  • d) include any portion of the Software in any project that directly or indirectly competes with the Software. Directly competing means in any case developing a text editor framework or library for third party developers;
  • e) use the Commercial License for more than one Project as mentioned in section 2.4 (Commercial License grant)
  • f) use more than the permitted amount of seats as mentioned in section 2.7 (Required quantity of licenses); and
  • g) assist or allow others to use the Software against the terms of this Agreement.

If the Licensor has any reasonable ground to believe that the Licensee violates this section 2.6 the Licensor may terminate the Commercial License directly and exclude the Licensee from any further use of the Software. In that case, the Licensor is not obliged to (re)pay any amounts already collected or any compensation.

2.7. Required quantity of licenses for development

A single Commercial License permits five Licensed Developers(seats) to use the Software in a single Application for development.

The number of seats required corresponds to the maximum number of concurrent Licensed Developers (in any continuous 7-day period) contributing changes to the Front-end code of the projects that use the Software. Concurrent means development work carried out during the same calendar week, regardless of time zone.

If the Licensee has not purchased a sufficient amount of Commercial Licenses, the Licensee must purchase the additional Commercial Licenses required to comply with this Agreement. The Licensor will determine the price, which may be up to the full original listed price at the Site.

2.8. Exemptions from Commercial License

No Commercial License is required if:

  • a) you are an open source contributor who is not affiliated with the Licensee; or
  • b) you are someone who solely executes the front end for testing purposes, such as verifying back-end changes, and are not contributing changes to the Front-end code.

Licensor is committed to supporting Open Source Software (OSS). When Licensee is developing an OSS project that is approved by the Open Source Initiative and not compatible with the AGPL (e.g. a permissive license like MIT), Licensee may include the Software in its project and use the Commercial License free of charge, provided that:

  • a) the Software is used solely for the development or demonstration of your open source project;
  • b) Licensee clearly informs its downstream users that enabling any feature relying on our Software will require compliance with either the AGPL or the Commercial License.

For clarity, inclusion of the Software in your OSS project, where it is completely disabled and not exposed to Users, does not trigger AGPL reciprocity or the terms of this Commercial License until such functionality is enabled or made accessible.

Please contact the Licensor for explicit permission or clarification if you intend to enable the Software in a publicly accessible or hosted environment, or if you are uncertain whether your use qualifies under these conditions.

2.9. Third party

Licensee may allow its agents, contractors, and outsourcing service providers (each a Permitted Third Party) to use the Software licensed to Licensee hereunder solely for Licensee's benefit in accordance with the terms of this Agreement and Licensee is responsible for any such Permitted Third Party's compliance with this Agreement in such use. Any breach by any Permitted Third Party of the terms of this Agreement will be considered a breach by the Licensee.

3. Term

3.1. Monthly License

The Licensor offers a Monthly license outside of production and in production.

At the end of each License Term, the Commercial License will be automatically renewed always for the period of one month. Licensee can cancel the Commercial License before the end of a License Term by sending an email to team@blocknotejs.org. In case of timely cancellation the License Term will not be automatically renewed.

3.2. Perpetual license

Perpetual licenses are not offered as part of the standard license plans but may be available under custom licensing terms upon request.

4. Source code

4.1. Licensor shall make the Software available in source code form to Licensee. The source code is currently publicly available at https://github.com/typecellOS/blocknote (opens in a new tab).

4.2. Licensee and its Affiliates shall be permitted to create modifications to the source code of the Software for Licensee's (and its Affiliates') use in accordance with this Agreement

4.3. In the event that Licensee and/or its Affiliates create any modifications to the source code of the Software, Licensor shall not be obliged to provide support services in relation to any such modification(s). The warranty doesn't cover any such modification(s).

5. Termination

5.1. Termination for breach

Either party may terminate this Agreement by giving the other written notice if:

  • a) the other party materially breaches any term of this Agreement and it is not possible to remedy that breach;
  • b) the other party materially breaches any term of this Agreement and it is possible to remedy that breach, but the other party fails to do so within 30 days of this being requested in writing;
  • c) the other party suffers or undergoes an insolvency event or a bankruptcy event or debtor's relief proceeding or ceases to do business.
  • d) the other party is delayed in performing its obligations under this Agreement for a period of 30 days or more.

For the purposes of this clause, in order for it to be possible to remedy a breach, it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.

5.2. Termination for convenience

Licensee may terminate the Agreement, for its convenience, at any time in which event Licensee will not be entitled to a refund or credit of unused fees (if any) pre-paid by Licensee for access to the Software.

5.3. Effect of termination

Upon termination of this Agreement, Licensee's license to access and use the Software will terminate. Licensee must immediately cease all the use of the Software, including deployment in Production Environments, and destroy all copies of the Software in its possession (and require any permitted third parties to do the same), unless Licensee has obtained a separate license pursuant to written agreement with Licensor.

5.4. Termination survival

Any provisions of this Agreement containing licensing restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any term of this Agreement which, by its nature, is intended to survive termination or expiration, will remain in effect following any termination or expiration of this Agreement, as will Licensee's obligation to pay any fees accrued and owing to Licensor as of termination or expiration.

5.5. Transition from Commercial License to AGPL

If the Licensee chooses to discontinue the Commercial License and instead rely solely on the AGPL license, all rights and benefits granted under the Commercial License shall immediately terminate. This includes, but is not limited to, access to the Software, priority updates, and any form of technical support or assistance provided under the Commercial License.

By transitioning to the AGPL license, the Licensee agrees to comply fully with the terms of the AGPL. The Licensor shall bear no further obligations toward the Licensee after the transition, and no refunds or credits shall be issued for any remaining term of the Commercial License.

6. Payment

6.1. Agreement

Licensee agrees to pay the license fee for the Software specified on the Site or its quote at the time Licensee entered this Agreement. Licensor reserves the right to adjust the license fee at each renewal, subject to prior notice of 14 days.

6.2. Terms

The license fee is payable by Licensee on a monthly basis. Licensee must pay each valid invoice within 30 days of the invoice date, unless otherwise agreed. The payment must be made using an accepted payment method. If the payment is not made within the stipulated payment period, you will be automatically in default (verzuim).

If the Licensee is in default, the Licensor may charge the Licensee the statutory commercial interest on all overdue payments. Licensee agrees to pay Licensor's cost of collecting any past-due amounts under this Agreement, including but not limited to reasonable attorneys' fees. Unless the currency is expressly provided, all amounts are in United States Dollars.

6.3. Taxes

Unless expressly provided, all amounts are exclusive of value-added tax which, where chargeable by Licensor, shall be payable by Licensee at the rate and in the manner prescribed by law. All other taxes, duties, customs, or similar charges shall be the responsibility of the Licensee.

7. Updates

7.1. Maintenance

Licensee will be eligible to receive all updates and upgrades for the Software during the License Term at no additional charge, starting from the Effective Date.

7.2. Renewal

Licensee must renew the Commercial License for an additional License Term (and any subsequent term thereafter) in order to actively continue development with the Software, receive updates and upgrades, or maintain any use of the Software in Production Environments.

7.3. Discontinuation

Licensor reserves the right to discontinue the Software or any of its constituents, at any time by providing prior notice to Licensee.

8. Support

8.1. The support period

For any applicable period for which you have purchased support (the Support Period), Licensee will be entitled to receive technical support for the Software. Unless otherwise specified, the Support Period starts from the Effective Date and is valid during the License Term. When the License Term ends, the support will end as well.

8.2. Standard support

This Agreement gives the Licensee entitlement to the standard support. This support plan is described in greater detail in the Service Level Agreement for technical support.

8.3. Support renewal

Support is renewed together with the renewal of the Commercial License and the addition of a License Term.

9. Warranties

9.1. Legal power

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

9.2. Intellectual property

Licensor hereby represents and warrants that the Software does not and will not violate or infringe any third-party claims in regard to intellectual property, patents, trade secrets, and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any third party intellectual property rights.

9.3. Logic integrity

Licensor warrants that the Software shall not knowingly include: malware, viruses, trap doors, back doors, or other means or functions which will detrimentally interfere with or otherwise adversely affect Licensee's use of the Software or which will damage or destroy data or other property of Licensee.

9.4. Compliance with documentation

Licensor warrants to Licensee that, for twelve (12) months after the Effective Date, the Software shall perform substantially in accordance with the documentation. Licensee's exclusive remedy, and Licensor's sole liability, with respect to any breach of this warranty, will be for Licensor to use commercially reasonable efforts to promptly correct the non-compliance (provided that Licensee notifies Licensor in writing within the warranty period and allow Licensor a reasonable cure period). If Licensor, at its discretion, reasonably determines that such correction is not economically or technically feasible, Licensor may revoke Licensee's Commercial License grant and provide Licensee with a full refund of the fee paid to Licensor.

The Licensor provides no warranty, however, for unstable features of the Software. A feature is considered unstable if exposed to Licensee:

  • a) through an API that includes "unstable" in its name;
  • b) in a package for which the version is not considered stable according to SemVer versioning models, for example alpha, beta, or other pre-releases; or
  • c) documented as "experimental".

9.5. Warranties disclaimers

Except for the warranties expressly stated in the warranties section above, the Software is provided "as is", with all faults. Licensor disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, availability, error-free or uninterrupted operation, and any warranties arising from course of dealing, course of performance, or usage of trade to the extent that licensor may not as a matter of applicable law disclaim any implied warranty, the scope, and duration of such warranty will be the minimum permitted under applicable law.

10. Limitation of liability

10.1. Exclusion of indirect and consequential damages

To the maximum extent permitted by applicable law, in no event shall either party be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software or the provision of or failure to provide support, even if it has been advised of the possibility of such damages.

10.2. Assumption of risk

Licensee understands that the Software may produce inaccurate results because of a failure or fault within the Software or failure by Licensee to properly use and or deploy the Software. Except for Licensor's obligations regarding 9.2 Intellectual property, Licensee assumes full and sole responsibility for any use of the Software and bears the entire risk for failures or faults within the Software.

10.3. Limitation of liability

Each party agrees that regardless of the cause of failure or fault or the form of any claim. Each party’s sole remedy and sole obligation shall be governed by this Agreement and in no event shall either party’s liability exceed the price paid to the Licensor for the Software. This limited liability, as it relates to Licensor, is void if failure of the Software has resulted from accident, abuse, alteration, unauthorized use, or misapplication of the Software. The limitations and exclusions herein shall not apply to indemnification obligations hereunder.

10.4 Lapse of claims

The right to claim damages shall in any event lapse twelve (12) months after the event from which the damage directly or indirectly results and for which a party is liable.

10.5 Gross negligence or willful misconduct

Nothing in the Agreement shall limit or exclude a party’s liability to the extent it may not be excluded under any applicable laws, or it is the consequence of gross negligence or willful misconduct by a party.

11. Indemnification

11.1. Licensor's indemnification obligation

Licensor will defend, indemnify and hold harmless Licensee from any claim of copyright, patent, trademark, trade secret, or other intellectual property right related to the Software developed by Licensor provided Licensee notifies Licensor in writing promptly upon notice of such claim and cooperates fully in the defense of such claim. Licensor shall, at its own expense, defend such claim, suit, or action, and Licensee shall have the right to participate in the defense at its own expense.

11.2. Licensee's indemnification obligation

Licensee hereby agrees to indemnify Licensor and its officers, directors, employees, agents, and representatives from each and every demand, claim, loss, liability, or damage of any kind, including actual attorney's fees, whether in tort or contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to any material breach or violation of this Agreement by Licensee. Licensor shall notify Licensee in writing promptly upon notice of such claim and cooperates fully in the defense of such claim.

12. Force majeure

Neither party will be liable for any delay or failure to take any action required under this Agreement (except for payment) due to any cause beyond the reasonable control of Licensee or Licensor, as the case may be, including, but not limited to: unavailability or shortages of labor, materials, or equipment, failure or delay in the delivery of vendors and suppliers, fire, flood, earthquake, acts of war, terrorism, epidemic, pandemic, and civil disorders.

13. Personal data

The privacy policy of the Licensor describes in detail how the Licensor as a controller processes personal data on its customers and community.

All information Licensor collects from Licensee is stored and maintained on servers utilizing reasonable and appropriate data security safeguards. Licensor does not lend, lease, sell, or market information it obtains from its customers or those who provide Licensor personally identifiable information. Licensor does not disclose purchase information or licensing information to third parties.

14. Confidentiality

14.1. Confidentiality obligations and exceptions

Each party shall:

  • a) maintain the confidentiality of all information received from the other party in connection with this Agreement;
  • b) use confidential information for the sole purpose of fulfilling the obligations under this Agreement unless otherwise agreed in writing between the parties;

However, confidential information shall not include information that:

  • a) is generally known to the public at the time of disclosure;
  • b) is legally received by receiving party from a third party, which third party is in rightful possession of confidential information;
  • c) becomes generally known to the public subsequent to the time of such disclosure, but not as a result of disclosure by receiving party;
  • d) prior to signing of this Agreement, is already in the possession of receiving party; or
  • e) is independently developed by the receiving party without use of or reference to the confidential information of the disclosing party, as demonstrated by the receiving party's written records.

14.2. Legally required disclosure

Either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure (unless such prior notice is not permitted by applicable law) and complies with any protective order (or equivalent) imposed on such disclosure.

15. Miscellaneous

15.1 Notices

Any notice or other communication required or permitted under the Agreement, shall be in English and sufficiently given through email to team@blocknotejs.org.

15.2 Invalidity

If a part of this Agreement is deemed void or voidable, this does not change the validity of the rest of this Agreement. Any invalid provision shall be replaced by a provision that is valid and which interpretation shall be as close as possible to the intent of the invalid provision.

15.3 Enforcement

No one other than a party to the Agreement, their successors and permitted assignees, will have any right to enforce any of its terms.

15.4 Change of agreement

The Licensor reserves the right to unilaterally amend or supplement this Agreement. If the Licensee continues to use the Commercial License after the effective date of the amended Agreement, the Licensee will be deemed to have accepted the amended terms.

16. Choice of law and dispute resolution

This Agreement is subject to Dutch law. If any dispute, controversy, or claim cannot be resolved by a good-faith discussion between the parties, then the Courts of the Netherlands (in first instance the Court of Rotterdam) shall have exclusive jurisdiction.

Service Level Agreement