DRAFT FOR COUNSEL REVIEW — NOT OPERATIVE. This text was machine-drafted from the venture's written requirements to accelerate counsel's work. Do not sign, publish, attach to any sale, or rely on it in any form until Swiss counsel has reviewed, corrected, and issued it. Inline [COUNSEL: …] markers flag points requiring legal judgment.

Rendlio End User Licence Agreement (EULA)

Working draft v0.1 — drafted 2026-08-23 from URS §8 / FS-18 (commerce) / FS-15 (licensing) / COUNSEL-BRIEF item 3 (GOV-02). The commercial parameters expressed here are decided and not open for redesign; the legal expression is what counsel is asked to correct and issue.

1. Parties and formation

1.1 Licensor. This Agreement is between the customer identified in Section 1.2 ("Customer") and Verein Rendlio (Rendlio Association), an association under Art. 60 et seq. of the Swiss Civil Code, [seat], Switzerland ("Rendlio", "we"). [COUNSEL: the Verein is in formation. If any sale, trial, or community issuance can occur before the Verein's constitution and Handelsregister registration, name an interim party here (e.g. the founder acting for the association in formation, with automatic assumption by the Verein on registration per Art. 645 OR analogy / pre-incorporation doctrine for associations) and draft the assumption mechanics.]

1.2 Customer. The Customer is the single legal entity whose exact legal name appears in the sub field of the Licence File (Section 6). Where a natural person operates a business without a separate legal entity (e.g. sole proprietorship), that person in their business capacity is the Customer. The Software is offered to businesses and other entities acting for purposes of their trade, business, craft, or profession, not to consumers. [COUNSEL: the Software is sold worldwide via Paddle; assess whether this B2B-only framing is sufficient to keep consumer-protection regimes (EU CRD, UK CRA, etc.) out of scope, and what fallback wording is needed where a buyer is nonetheless treated as a consumer by mandatory local law.]

1.3 Formation. For paid Tiers, Customer accepts this Agreement in the Paddle checkout before purchase. For the Trial and Community Tiers, Customer accepts this Agreement when requesting the licence on rendlio.com or, at the latest, on first use of the Licence File. Each Licence File is governed by the version of this Agreement in force when that Licence File was issued.

1.4 One agreement per licence. This Agreement, together with the Licence File and (for Founding-tier purchases) the Founding Offer Terms, is the entire agreement between Customer and Rendlio concerning the licensed use of the Software. The Founding Offer Terms prevail over this Agreement for Founding-tier licences to the extent of any conflict.

2. Relationship to Paddle (merchant of record)

2.1 Paddle sells; Rendlio licenses. Paid licences are sold by Paddle as merchant of record. The purchase transaction — ordering, payment, invoicing, taxes, and refund processing — is a contract between Customer and Paddle, governed by Paddle's buyer terms and Paddle's checkout policies. This Agreement governs only the software licence, which is granted by Rendlio directly to Customer. Rendlio is Paddle's supplier and is not a party to the payment transaction; Paddle is not a party to this licence.

2.2 No conflict intended. Nothing in this Agreement is intended to vary Paddle's buyer terms as they apply to the purchase transaction, and nothing in Paddle's buyer terms grants, enlarges, or restricts the licence granted here. If a provision of Paddle's buyer terms and a provision of this Agreement address the same subject, Paddle's terms govern the purchase transaction and this Agreement governs the licence. [COUNSEL: verify this interface against Paddle's current MoR buyer terms and Paddle's seller obligations — in particular refund mechanics (Section 8), the identity of the "seller" on invoices, and any Paddle-required wording that must appear in supplier EULAs — so the two documents cannot conflict.]

2.3 Free tiers. Trial and Community licences are issued by Rendlio directly, free of charge, without Paddle's involvement. Sections dealing with purchase, refund, and renewal pricing do not apply to them.

3. Definitions

• "Software" — the Rendlio software product identified in the aud field of the Licence File (at present: rendlio, the Rendlio XLSX→PDF/PDF-A/PNG rendering engine for .NET, in all forms delivered: binaries, packages, command-line tools, and accompanying documentation). Each product in the Rendlio family is licensed separately; a Licence File covers only the product named in its aud field.
• "Licence File" — the digitally signed licence issued to Customer as a file (recommended name Rendlio.license): a compact-serialization JWS signed by Rendlio, whose fields ("claims") state the licence id (lic), Customer's exact legal name (sub), the Tier (tier), the Maintenance Date (maintenance_until), the issue time (iat), the product (aud), and, on the Enterprise Tier only, the covered Affiliates (affiliates).
• "Tier" — one of: community, trial, founding, early_access, professional, enterprise, as stated in the Licence File. No other tiers exist.
• "Build" — a released version of the Software. Every Build carries a Release Date stamped into it at build time.
• "Maintenance Date" — the calendar date in the maintenance_until field of the Licence File.
• "Maintenance Period" — the period ending on the Maintenance Date.
• "Affiliate" — a legal entity that Controls, is Controlled by, or is under common Control with Customer. "Control" means holding, directly or indirectly, more than 50% of the voting rights or the power to direct management.
• "Corporate Group" — Customer together with its Affiliates.
• "Customer Application" — a software product or service of Customer that incorporates the Software as a component and whose principal value to its users is not the conversion of spreadsheets into other formats.
• "List Price" — the then-current public price for a Tier as published on rendlio.com.
• "GA" — general availability of the Software version 1.0 as announced by Rendlio.

4. Licence grant — common core

4.1 Grant. Subject to this Agreement, Rendlio grants Customer a perpetual (Section 7 defines exactly what perpetual means per Build), non-exclusive, worldwide, non-transferable (except Section 17) licence to install, run, and use the Software, in accordance with Customer's Tier (Section 5).

4.2 Per legal entity — no seat counting. The licence covers the Customer entity as a whole. Within the Customer entity there is no limit on the number of developers, users, machines, servers, containers, build agents, or environments. Rendlio does not count seats, cores, installations, or instances, on any Tier, ever. What the licence does not cover is any legal entity other than Customer (Enterprise Tier: other than the Corporate Group members listed in the Licence File).

4.3 Redistribution included (paid Tiers). On the Founding, Early-Access, Professional, and Enterprise Tiers, the licence includes, at no extra charge:

• (a) SaaS use — running the Software server-side as a component of a Customer Application offered as a hosted or cloud service; and
• (b) OEM redistribution — distributing the Software's binaries embedded in a Customer Application delivered to Customer's own customers, provided the Software is not exposed as a separately usable spreadsheet-conversion library or tool, and Customer's licence terms for the Customer Application protect the Software at least as strongly as this Agreement.

4.4 Third-party converter right (Enterprise only). Only the Enterprise Tier permits offering the Software's conversion functionality itself as the product — that is, a service or product whose principal value to its users is converting spreadsheets to PDF, PDF/A, or images (a "third-party converter"), whether hosted or distributed. On all other Tiers such use is outside the licence. [COUNSEL: this boundary (embedded component vs. conversion-as-the-product) is the commercial fence, mirrored in the BUSL Additional Use Grant's prohibition on competing hosted services — please tighten the drafting so the two documents draw the same line, and stress-test the "principal value" test against evasion.]

4.5 Restrictions. Customer must not: (a) use the Software for the benefit of entities not covered by the licence (Section 4.2); (b) offer a third-party converter except under the Enterprise Tier (Section 4.4); (c) remove or falsify licence, copyright, or attribution notices in the Software; (d) misrepresent the identity of the licensed entity when obtaining a Licence File. The Software's source code is public (Section 11); nothing in this Agreement restricts rights Customer independently holds under the public licence.

4.6 Evaluation mode is not licensed use under this Agreement. Without a valid Licence File the Software runs in evaluation mode: full functionality, watermarked output. Evaluation-mode use is governed by the Software's public licence (Section 11), not by this Agreement.

5. Tiers

5.1 Community (free). Available to any entity whose annual revenue is below USD 1,000,000, on self-certification at the time of request. [COUNSEL/operator — SHARED QUESTION (FS-15 OPEN-3; one answer governs BOTH this Section AND the BUSL Additional Use Grant, busl-parameters.md §3): define the revenue test precisely — treatment of funding/grants vs. trading revenue, currency conversion, and the exact self-certification wording. The decided sources (COUNSEL-BRIEF #4, FS-15 §8, FS-18 §7) state the test per single entity, and both operative texts are drafted per-entity accordingly; if the operator decides to aggregate Corporate Group revenue instead, change this Section AND the BUSL grant together in the same revision — never one alone. The final wording must be reused verbatim in the web form and in the embedded generic community licence.] The Community Tier:

• (a) permits production use within the Customer entity, including SaaS use under Section 4.3(a) but not OEM redistribution (4.3(b)) and not the third-party converter right (4.4);
• (b) includes no support and no priority of any kind;
• (c) is issued with a Maintenance Date 12 months from issue (Section 7 applies unchanged); a new Community licence may be requested while Customer remains eligible;
• (d) ends when Customer ceases to satisfy the revenue test; from the start of Customer's first financial year in which the test is no longer met, continued production use requires a paid Tier;
• (e) also exists as a generic community licence embedded in the Software itself, valid only for the specific Build carrying it, subject to the same eligibility and self-certification.

[COUNSEL: sub-item (a) — the FS sources state "production use allowed" and are silent on redistribution; confirm with the operator whether Community excludes OEM redistribution as drafted here, or adjust.]

5.2 Trial. Free, valid for 30 days from the issue time (iat) of the Licence File — the Software computes the expiry from the Licence File itself. A business email address is required to obtain a Trial licence. After expiry the Software reverts to evaluation mode. No support. This draft additionally limits the Trial to evaluation purposes only — no production use. [operator: confirm the evaluation-only restriction — the decided sources (FS-15 §8, FS-18 §7) define the Trial solely by the 30-day window and the business-email requirement; "evaluation only" is this draft's inference from the word "trial", not a decided term. If not confirmed, delete the restriction (the 30-day window then does the work) and change the Trial column's "Production use" and "SaaS component use" cells in the 5.7 table to "yes (30 days)".]

5.3 Founding. Sold during the validation phase at USD 1,000 under the Founding Offer Terms, which supplement this Agreement. A Founding licence carries the Professional-Tier rights (Sections 4.2–4.3) from issue. At GA it is re-issued as a Professional licence at no further cost, with the same licence id and a Maintenance Date 12 months after GA.

5.4 Early Access. Sold during the beta phase. Carries the Professional-Tier rights (Sections 4.2–4.3). At GA it is re-issued as a Professional licence at no further cost, with the same licence id.

5.5 Professional. One legal entity; unlimited developers; SaaS and OEM redistribution included (Section 4.3); support by email during the Maintenance Period.

5.6 Enterprise. All Professional rights, extended to Customer's Corporate Group: the licence covers Customer plus every Affiliate listed by exact legal name in the affiliates field of the Licence File (up to 1,000 entries). In addition, Enterprise includes:

• (a) the third-party converter right (Section 4.4);
• (b) priority support during the Maintenance Period;
• (c) a source-code escrow arrangement. [COUNSEL: the Software's source is already public under BUSL-1.1 (Section 11); define what escrow adds for Enterprise customers — e.g. a release-continuity undertaking, deposit of build/signing infrastructure and the private test corpus is NOT included (it is confidential) — and whether a standard escrow agent (e.g. NCC) or a lightweight contractual commitment implements it.]

Only Affiliates listed in the Licence File are covered. Customer may have the Affiliate list corrected or updated by support; the Licence File is then re-issued with the same licence id. An entity that ceases to be an Affiliate ceases to be covered when it leaves the Corporate Group, except as Section 17.4 provides for spin-offs.

5.7 Tier summary (informative).

If this table and the operative Sections diverge, the operative Sections prevail.

6. The Licence File

6.1 The Licence File is the licence record. The rights granted here attach to the Licence File's claims: the entity named in sub (plus, on Enterprise, the entities in affiliates) is the licensed entity; the Tier in tier fixes the scope; the Maintenance Date in maintenance_until drives Section 7. Customer is responsible for providing its exact legal entity name at purchase or request. If the name is wrong or changes (renaming, restructuring), Customer may request correction through support; Rendlio re-issues the Licence File with the same licence id at no charge.

6.2 Keep the Licence File confidential. The Licence File is a bearer instrument: any copy of the Software presented with it will treat itself as licensed. Customer must not publish the Licence File and may make it available only (a) within the licensed scope — on non-Enterprise Tiers, within the single Customer entity; on the Enterprise Tier, within the Corporate Group members listed in the Licence File — and (b) to contractors, service providers, and hosting providers acting on behalf of a covered entity who are bound to confidentiality. Deploying the Licence File inside Customer Applications and on covered entities' or their hosting providers' servers is permitted and expected. Accidental publication is not a breach if Customer notifies Rendlio promptly. Customer acknowledges that, because there is no runtime enforcement (Section 6.3), a published Licence File cannot be technically invalidated: copies will continue to verify. A published or leaked Licence File confers no rights on any entity other than Customer — use by any other entity remains unlicensed use under Section 4.5(a) — and Rendlio's remedies lie against that unlicensed use, not in a technical replacement of the file.

6.3 No runtime enforcement — honesty-based compliance. The Software contains no licence-enforcement telemetry, no activation, no phone-home, and no remote kill-switch (Section 9). Rendlio deliberately cannot observe or police Customer's use. Compliance with this Agreement therefore rests on Customer's honesty. Rendlio conducts no audits and has no audit right under this Agreement. [COUNSEL: decide whether to add a narrow records-request clause (e.g. on reasonable written notice, Customer confirms in writing the identity of the using entities and the applicable Tier — no site access, no inspection) or whether the pure honesty model stands; the venture's brand favours the pure model, so include a records clause only if legally advisable.]

6.4 Personal data in the Licence File. The Licence File contains the legal entity name and may contain a delivery email address. For sole proprietors these can be personal data. [COUNSEL: confirm the privacy notice on rendlio.com covers issuance, storage, and re-delivery of Licence Files under nFADP and, where applicable, GDPR, and whether this Agreement needs a data-protection clause or the notice suffices — the parties are controller-to-controller at most; no processing on behalf of Customer occurs.]

7. Perpetual licence, maintenance, renewals, upgrades

7.1 The release-date rule. Every Build carries a Release Date. A Build is licensed under a given Licence File if and only if the Build's Release Date is on or before the Licence File's Maintenance Date. This is the entire rule; it is evaluated by the Software offline, from the Build and the Licence File alone.

7.2 What perpetual means. Once a Build is licensed under Section 7.1, it stays licensed forever. The passing of the Maintenance Date never disables, degrades, watermarks, time-bombs, or otherwise affects any Build whose Release Date fell within the Maintenance Period. Customer may keep using every such Build, in production, indefinitely, without any renewal, payment, or contact with Rendlio.

7.3 What maintenance expiry does. A Build whose Release Date is after the Maintenance Date is not licensed under that Licence File: it runs in evaluation mode (watermarked output) until Customer renews maintenance and receives a re-issued Licence File. Maintenance expiry therefore gates only access to newer Builds; it takes nothing away.

7.4 Maintenance content. During the Maintenance Period, Customer receives all Builds released in the period (updates, fixes, new features of the licensed product) and, on paid Tiers, support per Section 5.

7.5 Renewal at 40% of list. Customer may renew maintenance at any time, per 12-month extension, for 40% of the then-current List Price of the renewal reference Tier: for Founding, Early-Access, and Professional licences the reference Tier is Professional (Founding and Early-Access licences are Professional-track and are re-issued as Professional at GA, Sections 5.3–5.4; their own list prices are not the renewal base); for Enterprise licences the reference Tier is Enterprise. This mirrors the decided maintenance-SKU mapping in FS-18 §2/§9. Community licences are not renewed for payment: a new Community licence may be requested free of charge while Customer remains eligible (Section 5.1(c)). On renewal, the Maintenance Date is extended by 365 days from the later of (a) the current Maintenance Date and (b) the renewal date; the Licence File is re-issued with the same licence id. Renewal is optional; Section 7.2 is unaffected by not renewing. Rendlio may offer an early-renewal discount; it never has to be used.

7.6 Upgrade Professional → Enterprise. Customer may upgrade a Professional licence to Enterprise at the published difference price. The licence is re-issued as Enterprise with the same licence id and an unchanged Maintenance Date; the Affiliate list is added per Section 5.6.

7.7 Price changes. List Prices may change. A changed List Price changes the 40% renewal amount from its effective date. Price changes never affect rights already granted.

8. Refunds; records-only revocation

8.1 30-day money-back. For paid licences, Customer may obtain a full refund within 30 days of purchase, no reasons required, through Paddle's refund process (Paddle is merchant of record; the refund is executed by Paddle under its buyer terms). [COUNSEL: align this Section's wording with Paddle's buyer-facing refund policy text so the two state one consistent 30-day rule — FS-18 Open decision 6 tracks this task.]

8.2 Effect of a refund. On refund, the licence granted under this Agreement terminates immediately. Sections 7.1–7.2 no longer apply; Customer must cease all use of the Software beyond evaluation mode, and must delete all copies of the Licence File.

8.3 Records-only revocation — acknowledged. Because the Software never phones home (Section 9), Rendlio cannot remotely disable a refunded Licence File: copies already deployed will continue to verify. Rendlio's sole enforcement act is to mark the licence revoked in its records. Customer acknowledges that a refunded Licence File continuing to verify is not a licence — continued use after refund is unlicensed use and a breach of this Agreement. Rendlio accepts the technical impossibility of remote revocation as the cost of the no-telemetry promise.

9. No telemetry — a binding promise

9.1 Rendlio contractually warrants that the Software, as shipped, at every Tier and in every mode including evaluation mode:

• (a) never opens a network connection for licensing or any other purpose;
• (b) never reads hardware identifiers, MAC addresses, disk serials, or CPU IDs;
• (c) never reads or records hostnames or usernames;
• (d) never writes licensing state anywhere;
• (e) never emits telemetry, usage data, or crash reports;
• (f) contains no remote kill-switch and no mechanism by which Rendlio or any third party can remotely alter, disable, or degrade the Software after delivery — no update channel the Software consults, no activation dependency, and no server dependency of any kind.

Licence verification is pure computation over the Licence File, keys embedded in the Software, the Build's Release Date, and (Trial only) the system clock.

9.2 This Section is a term of the contract, not marketing. It survives termination for Builds already delivered, binds Rendlio for every Build it releases, and Customer may rely on it in procurement and security review. Rendlio will not release any Build of the Software that violates it.

10. Support

Support obligations exist only as stated in Section 5 (email support on paid Tiers during the Maintenance Period; priority handling on Enterprise; none on Community and Trial). Support covers the licensed product's use and defects; it is not consulting, custom development, or a service-level guarantee unless separately agreed in writing.

11. Open source; relationship to BUSL-1.1

11.1 Public source. The Software's engine source code is published under the Business Source License 1.1 (BUSL-1.1), with a Change License of Apache-2.0 and a Change Date of four years per release. The BUSL grant (including its Additional Use Grant) is a public licence from Rendlio to everyone; it exists independently of this Agreement.

11.2 Independence of the two licences. This Agreement neither restricts nor is restricted by BUSL-1.1. Rights Customer holds under BUSL-1.1 (or, after a release's Change Date, under Apache-2.0) do not require this Agreement; rights under this Agreement do not depend on BUSL-1.1. A customer whose use exceeds the BUSL Additional Use Grant needs this commercial licence; a use covered by the Additional Use Grant needs nothing from this Agreement.

11.3 Third-party components. The Software includes third-party open-source components (e.g. text shaping and graphics libraries) under their own licences, listed in the NOTICE file distributed with the Software. Those licences govern those components; nothing in this Agreement limits Customer's rights under them.

12. Intellectual property; trademark

12.1 The Software is protected by copyright and other IP rights. Except for the licences expressly granted, no rights are transferred. Customer's applications remain Customer's.

12.2 No trademark licence is granted. Customer must not use the "Rendlio" name or marks except to truthfully state that its product uses Rendlio.

13. Provenance disclosure

Development of the Software is substantially AI-assisted under a documented internal provenance policy, and follows a clean-room policy prohibiting contributor contact with competing products' source code. Rendlio discloses this openly; the warranty and liability Sections below are drafted against this reality.

14. Warranty

14.1 Limited warranty. Rendlio warrants that, at delivery, each paid-Tier Build will materially conform to its published documentation. Customer's sole remedy for breach is, at Rendlio's option, correction in a subsequent Build or termination of the affected licence with a refund of the price paid for it. The 30-day refund right (Section 8) is unaffected.

14.2 Disclaimer. Except for Sections 9 and 14.1, the Software is provided "as is", and all other warranties — merchantability, fitness for a particular purpose, uninterrupted or error-free operation, and non-infringement — are disclaimed to the maximum extent permitted by law. Rendlio does not warrant that output rendering is pixel-identical to any other spreadsheet application. [COUNSEL: (i) confirm the disclaimer's enforceable scope under CH law for worldwide B2B sales, including mandatory warranty floors that cannot be waived in jurisdictions Paddle sells into; (ii) advise whether the limited conformity warranty in 14.1 is the right calibration for a product built with heavy AI assistance under a documented provenance policy — the venture wants honest, defensible warranties, not maximal ones.]

14.3 The compatibility report sets the conformity baseline. The Software self-reports its own fidelity: every conversion produces a compatibility report disclosing, by warning code, the rendering deviations and limitations that applied to that conversion. Rendering limitations and deviations that the Software itself discloses in its compatibility report for a given conversion are not non-conformities under Section 14.1. Customer is expected to review the compatibility report for production-critical output. [COUNSEL: calibrate this clause — it ties the 14.1 warranty baseline to the product's built-in disclosure mechanism (FS-09/FS-15 §12), which is also the venture's strongest defensive asset for an AI-built engine; ensure the drafting does not swallow the conformity warranty entirely (e.g. a defect the report should have disclosed but did not remains a non-conformity).]

14.4 No IP indemnity (draft position). This draft grants no intellectual-property indemnity. [COUNSEL: Enterprise buyers commonly expect an IP infringement indemnity; advise whether to offer one (possibly Enterprise-only, capped per Section 15) given the AI-assisted development and clean-room posture, or to hold the no-indemnity line.]

15. Liability

15.1 Cap. Each party's aggregate liability arising out of or in connection with this Agreement is limited to the amounts Customer paid under this Agreement in the 12 months preceding the event giving rise to liability (for free Tiers: USD 100 [operator: confirm this figure — the USD 100 free-tier cap appears in no decided source; it is this draft's proposal]).

15.2 Exclusions. Neither party is liable for indirect or consequential damage, lost profits, lost data, or business interruption.

15.3 Mandatory floors. Nothing in this Agreement excludes or limits liability for unlawful intent or gross negligence, or any other liability that cannot be excluded or limited under applicable mandatory law. [COUNSEL: conform 15.1–15.3 to Art. 100 and Art. 101 para. 2 of the Swiss Code of Obligations (nullity of exclusions for unlawful intent/gross negligence; auxiliary persons), and check whether the cap needs jurisdiction-specific carve-outs for markets Paddle sells into (e.g. injury to life/body under German-law-influenced regimes).]

16. Term; termination for breach

16.1 Term. This Agreement runs for as long as any licence granted under it exists. The licences are perpetual per Section 7; the Agreement has no fixed expiry.

16.2 Termination for breach. Rendlio may terminate a licence if Customer materially breaches this Agreement (in particular the operative covenants in Sections 4.4, 4.5, 6.2, and 8.2 — use after refund) and fails to cure within 30 days of written notice specifying the breach. Breaches incapable of cure (e.g. deliberate misrepresentation of the licensed entity) permit immediate termination.

16.3 Effect. On termination, all rights under the terminated licence end; Customer must cease use beyond evaluation mode and delete its copies of the Licence File. Rendlio marks the licence revoked in its records (records-only, Section 8.3). Sections 9 (for delivered Builds), 11, 12, 14, 15, 19 survive. Termination of one licence does not affect Customer's other licences.

16.4 No termination for convenience. Rendlio cannot terminate a paid, non-breached licence. That is the point of Section 7.

17. Assignment; change of control (M&A)

17.1 The licence follows the entity. The licence attaches to the legal entity named in the Licence File. It may not be assigned, sold, or transferred separately from that entity. Subject to that, no consent of Rendlio is needed for any of the following.

17.2 Acquisition of Customer. If Customer is acquired (change of Control), the licence continues unchanged: it covers the same legal entity, at the same Tier. It does not extend to the acquirer or the acquirer's other group companies. On non-Enterprise Tiers each other entity needs its own licence; on Enterprise, Customer may request a re-issue updating the Affiliate list to the new Corporate Group (Section 5.6) — additions beyond a correction of the same group may require an upgrade at the then-current difference pricing. [COUNSEL: sanity-check that last clause — the sources fix "Enterprise = corporate group incl. affiliates" but are silent on post-acquisition group substitution; confirm with the operator whether a new owner's whole group inherits Enterprise coverage by mere re-mint or whether that is a new commercial event.]

17.3 Merger and universal succession. If Customer ceases to exist by merger, conversion, or another form of universal succession, the licence passes by operation of law to the legal successor that continues Customer's business. The successor must request a re-issued Licence File in its exact legal name (same licence id, no charge).

17.4 Divestiture. If a covered Affiliate (Enterprise) or a business unit is spun off, the spun-off entity may continue using Builds already licensed for a transition period of 6 months from closing, after which it requires its own licence. The original Customer's licence is unaffected. [operator: confirm the 6-month transition right — it appears in no decided source and grants a third party free use rights; the alternative is to delete it and require the spun-off entity to obtain its own licence at closing.]

17.5 Rendlio's assignment. Rendlio may assign this Agreement to a legal successor of the association that assumes its obligations, including Section 9, unchanged.

18. Export and sanctions

Customer is responsible for its own compliance with export-control and sanctions laws applicable to its use of the Software. [COUNSEL: advise whether an express export/sanctions clause is needed at all — the product is a publicly available, source-published document-rendering library sold via Paddle (which itself screens sanctioned territories as merchant of record); if a clause is warranted, keep it to the minimum this distribution model requires.]

19. General

19.1 Governing law. This Agreement is governed by Swiss law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

19.2 Forum. The courts at the seat of Verein Rendlio have exclusive jurisdiction. [COUNSEL: confirm forum choice and drafting — seat of the Verein (expected canton Aargau) vs. a Zurich forum for enforceability optics; assess enforceability of the exclusive forum clause against worldwide B2B customers and whether an arbitration option is worth offering to Enterprise customers.]

19.3 Amendments. Changes to this Agreement apply only to Licence Files issued after the change. A renewal or upgrade re-issue is issued under the then-current version of this Agreement; Customer sees the applicable version before paying. No change ever reduces the rights attached to an already-issued Licence File.

19.4 Severability. If a provision is invalid, the remainder stands; the invalid provision is replaced by the valid provision closest to its economic intent.

19.5 Notices. Notices to Rendlio go to the addresses published on rendlio.com; notices to Customer go to the email address associated with the licence. Either party may update its address by notice.

19.6 Precedence. For Founding-tier licences, the Founding Offer Terms prevail over this Agreement to the extent of conflict (Section 1.4). The Licence File's claims control the identity, Tier, scope, and dates of the licence.

19.7 No waiver. Failure to enforce a provision is not a waiver. Given Section 6.3 (no monitoring), delay in enforcement can never be construed as acquiescence.

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Open points for counsel are marked inline. Summary of the marker locations: 1.1 (interim party pre-registration), 1.2 (consumer-law exposure), 2.2 (Paddle MoR interface), 4.4 (converter-right boundary vs. BUSL fence), 5.1 (community revenue test wording — SHARED with busl-parameters.md §3, FS-15 OPEN-3: entity vs. group, per-entity as drafted; and community OEM question), 5.2 (operator: trial evaluation-only restriction), 5.6(c) (Enterprise escrow scope), 6.3 (records-request clause yes/no), 6.4 (nFADP/GDPR interface), 8.1 (Paddle refund-text alignment), 14.2 (warranty calibration/mandatory floors), 14.3 (compatibility-report conformity baseline), 14.4 (IP indemnity position), 15.1 (operator: free-tier USD 100 cap figure), 15.3 (Art. 100/101 OR), 17.2 (Enterprise group substitution on acquisition), 17.4 (operator: 6-month divestiture transition right), 18 (export clause necessity), 19.2 (forum).