Software Licence Agreement

“Licensor”, “we”, “us” is the operator of UnlockMyIMEI, Florida, United States. “Licensee”, “you” is the legal entity named in the order confirmation. The documents of the sale are, in this order: (1) the order confirmation we email after your request; (2) this Software Licence Agreement, for the licence to the software itself; (3) the Master Service Agreement for delivery, fees, warranties and everything else about the sale; (4) the Data Processing Agreement where it applies; (5) the Terms of Service for anything not covered. In a conflict, the earlier item in that list wins.

“Software” is the platform behind this site as delivered to you — a runnable build (Encrypted copy and Custom build) or the source code (Full code) — with its database structure, configuration templates and the setup guide, and any update we choose to provide. An “instance” is one running installation of the Software serving one domain (with its sub-domains) for your own business.

On payment of the fee we grant you a non-exclusive, non-transferable, non-sublicensable licence to install, set up and run one production instance of the Software, plus one non-public staging copy, only to operate your own device-unlocking and IMEI-service business under your own brand and your own domain. The licence is perpetual for the Full code and lasts as long as the Master Service Agreement does for the Encrypted copy and the Custom build.

Your own employees and contractors may use the instance’s admin; your own customers and resellers may use its storefront, client portal and client API, in the ordinary course of your business. You may change the brand, content, prices, legal pages, translations and every setting the admin offers. With the Full code you may also change the source code — for your own instance only, and every rule in section 4 applies to the changed version as well. Reasonable backups are allowed and remain covered by this agreement. No other right is granted; everything not expressly granted stays ours.

You run the Software on your own hosting, under your own domain, with your own TLS certificates and backups, and you are responsible for the laws that apply to your business and your customers. The Software connects to services you contract for yourself — unlock and IMEI-check suppliers (including, if you choose, a wholesale account with us under the Terms of Service), payment accounts such as PayPal and crypto wallets, email, messaging, AI and blockchain-data providers. We are not a party to those contracts, we supply no accounts, keys or balances other than your own wholesale account with us, and we make no promise about those services’ prices, speed, results or availability.

You must not, and must not let anyone else: sell, resell, rent, lease, lend, give away, sublicense, distribute, publish or share the Software, its source code, the licence key or the documentation, in whole or in part, in any form; offer the Software or any part of it to others as a hosted, “white-label” or software-as-a-service product; run an instance for or on behalf of another business; run more than one production instance, or an instance on a domain not registered to you, without a further licence from us; make copies beyond the staging copy and backups in section 2; make a copy for sale; or remove, alter, hide or disable the licence key check, the fingerprint or any copyright or proprietary notice.

You must also not use the Software or what you learn from it to build, train or improve a product that competes with it for sale or licence to others, or copy its design, texts, workflows or database structure into such a product; transfer this agreement or the licence — by sale, merger, change of control or otherwise — without our written consent; use our names, logos or domain names or claim an affiliation with us; or use the Software against the law, including for devices you know to be lost, stolen or blacklisted. Hosting providers and individual contractors working for you may access the Software under written confidentiality terms, for your business only. Your affiliates, parent and sister companies and your own clients are third parties.

The Software requires a valid licence key tied to your domain. You keep the key secret and use it only on your licensed instance and staging copy. Your copy may carry identifying markers — a fingerprint — that trace a copy back to the buyer it was delivered to. If a copy carrying your fingerprint is found outside your licensed instance and staging copy, it is treated as having come from you unless you show otherwise. The Software may report its licence key, domain and version to us to confirm the licence is valid; we do not receive your customers’ data through that check.

Once a year, on 30 days’ notice — or at any time when we have reasonable grounds to suspect a breach — you confirm in writing the domains, servers and number of instances the Software runs on, and you let us, or an independent reviewer bound to confidentiality, verify that, including by remote inspection of the instance’s licence status. If the verification shows a breach, you also bear its cost.

The fee for your plan is stated on the “Your own unlocking website” page and in the order confirmation, in US dollars, excluding taxes, and is paid in full before delivery. Because software cannot be returned, the fee is not refunded once the Software or the licence key has been delivered, except under the 7-day conformity remedy in section 3 of the Master Service Agreement or where the law requires a refund. Orders your site fulfils through our API are charged to your wholesale balance at the rate your plan states; that balance is not part of the licence fee.

The Software, its source code, documentation and fingerprint, and all intellectual-property rights in them, are and remain ours; you receive a licence, not ownership. Changes you make to licensed source code belong to you only to the extent they can be separated from the Software, and you grant us a perpetual, royalty-free licence to use any suggestion or feedback. You own the data you and your customers enter into your instance. Each side keeps the other’s non-public information confidential — for you that includes the Software, the source code, the licence key and our pricing to you — and shares it only with people who need it and are bound to confidentiality. This duty lasts as long as the information stays confidential; for the source code and the licence key, indefinitely.

We warrant that we have the right to grant this licence and that, for 30 days after delivery, the Software will install and start as the setup guide describes; your only remedy for a breach of that warranty is our repair or replacement of the affected item, alongside the 7-day conformity remedy in the Master Service Agreement. Otherwise the Software is provided “as is”. We disclaim every other warranty the law lets us disclaim — including merchantability, fitness for a particular purpose, non-infringement, uptime, security against every attack, and any result from any supplier, carrier or payment provider. You alone decide whether the Software suits your business. Unless you have bought a support plan, we have no duty to provide updates, fixes or installation help; the free support that comes with your purchase is described on the “Your own unlocking website” page and in the order confirmation.

A breach of section 4 or section 5, or of the confidentiality duty in section 7, ends the licence immediately on our written notice: we may revoke the licence key, after which the Software may stop working, and you must stop using the Software, delete every copy of it, its source code and the licence key, and confirm so in writing within 10 days. You remain liable for the breach.

Because the harm from an unauthorised copy is hard to measure — including lost licence sales — you agree to pay, for each unauthorised copy, instance, recipient or publication of the Software, its source code or the licence key, liquidated damages of the greater of US$25,000 or three times the licence fee, which both sides agree is a reasonable pre-estimate of our loss and not a penalty, plus our actual damages where they exceed that amount. You also account for and pay to us any revenue obtained from an unauthorised copy, instance or sublicence. Money alone may not undo such a breach, so we are entitled to an injunction in any court of competent jurisdiction, without posting a bond, in addition to every other remedy. In any action to enforce this agreement the winning side recovers its reasonable attorney’s fees and costs.

Except for your breach of sections 4, 5 or 7, your indemnity under the Master Service Agreement, and either side’s fraud or wilful misconduct, neither side is liable to the other for indirect, incidental, consequential, special or punitive damages or for lost profit, lost revenue, lost data or lost business, and our total liability under this agreement is limited to the licence fee you paid. Nothing in this agreement limits liability that the law does not allow to be limited.

This agreement is governed by the laws of the State of Florida and the federal laws of the United States, without regard to conflict-of-law rules. The state and federal courts located in Florida have exclusive jurisdiction over any dispute about it, and each side accepts that — except that we may seek an injunction in any court where you, or an unauthorised copy, are found. To the extent the law allows, each side waives trial by jury. This agreement and the Master Service Agreement are the whole agreement about your copy and replace earlier discussions; changes must be in writing agreed by both sides; if a clause is unenforceable it is limited to the minimum extent necessary and the rest stands.

You accept this agreement by ticking “I agree” on the request form of the “Your own unlocking website” page and then paying the fee stated in the order confirmation. We record the time of the tick, the connection it came from and the browser used, and we keep that record with your request. Your tick and your payment bind you as a handwritten signature would. A signed copy of this agreement, in counterparts and electronically if you wish, is available on request before or after payment.

Website copies, licence questions and signed copies: sales@unlockmyimei.com. The plans are described on Your own unlocking website; the sale itself is governed by the Master Service Agreement; all legal documents are on the Legal page.