Recomnext Public SDK License Agreement
Version 1.0 — Effective 26 May 2026
This License Agreement ("Agreement") is a binding legal contract between you (either an individual or the legal entity you represent, "Licensee" or "You") and Remittx Private Limited, a company incorporated under the laws of India and having its registered office at 1st Floor, Gopala Krishna Complex, Residency Road, Bengaluru, Karnataka 560025, India ("Licensor", "We", or "Recomnext"). It governs Your access to and use of the Recomnext software development kits, client libraries, browser widgets, code samples, type definitions, documentation, and any updates, patches, or modifications thereto that are published by Licensor on the npm registry (including without limitation the packages @recomnext/browser, @recomnext/node, @recomnext/carousel, and @recomnext/react-carousel) or any other public distribution channel (collectively, the "SDK").
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SDK, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MUST NOT INSTALL OR USE THE SDK AND MUST IMMEDIATELY DELETE ALL COPIES IN YOUR POSSESSION.
1. Definitions
1.1 "Recomnext Service" means the proprietary recommendations software-as-a-service platform operated by Licensor, including its backend systems, APIs, models, dashboards, and any successor or replacement services.
1.2 "Authorized Subscription" means a current, paid, and in-good-standing subscription, account, or written commercial agreement with Licensor entitling You to access the Recomnext Service.
1.3 "API Key" means a credential issued by Licensor to a specific Licensee under an Authorized Subscription.
1.4 "Application" means a software product, service, website, or other system developed by You into which the SDK is integrated, provided such system communicates exclusively with the Recomnext Service.
1.5 "Configuration" means setting values for the parameters, options, and public interfaces expressly documented by Licensor as user-configurable. Configuration does not include any change to the source, compiled, or transpiled code of the SDK.
1.6 "Proprietary Notices" means any copyright, trademark, patent, license, or other proprietary or attribution notices included in or on the SDK.
2. License Grant
Subject to Your continued, strict compliance with this Agreement, Licensor grants You a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license, during the term of this Agreement, to:
(a) install and use the SDK, in its unmodified form as published by Licensor, solely to integrate Your Application with, and consume, the Recomnext Service; and
(b) apply Configuration to the SDK as documented by Licensor.
No other rights are granted, by implication, estoppel, exhaustion, or otherwise. All rights not expressly granted are reserved by Licensor.
3. Conditions and Restrictions
3.1 Subscription Requirement. The SDK is operational only when used in connection with an Authorized Subscription and a valid API Key. You acknowledge that any use of the SDK without a valid API Key and an Authorized Subscription is unauthorized and constitutes a material breach of this Agreement.
3.2 No Modification. You may apply Configuration as defined in Section 1.5, and nothing more. You shall not, and shall not permit any third party to, modify, adapt, translate, port, alter, fix, enhance, patch, monkey-patch, hot-patch, transpile, recompile, fork, or create derivative works of the SDK, in whole or in part. The right to fork, branch, or otherwise change the SDK's source or compiled code is not granted, including for purposes of bug fixes, compatibility shims, or internal use.
3.3 No Reverse Engineering. You shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, decrypt, deobfuscate, or otherwise attempt to derive or reconstruct the source code, underlying ideas, algorithms, model weights, file formats, programming interfaces, protocols, or trade secrets of the SDK or the Recomnext Service, except solely to the minimum extent that such activity is expressly permitted by mandatory applicable law notwithstanding this restriction, and only after giving Licensor at least thirty (30) days' prior written notice and a reasonable opportunity to provide the relevant interoperability information itself.
3.4 No Competing Use. You shall not use the SDK, the Recomnext Service, any output thereof, or any information, data, telemetry, or know-how derived from either to design, develop, train, evaluate, benchmark, market, or operate any product or service that competes, in whole or in part, with the Recomnext Service, including any recommendations, personalization, ranking, search-relevance, or similar machine-learning service offering.
3.5 No Redistribution. You shall not sublicense, sell, rent, lease, lend, distribute, republish, repackage, mirror, proxy, host, or otherwise make the SDK available to any third party, including by republishing the SDK or any portion thereof to the npm registry or to any other public, private, internal, or air-gapped package registry, repository, content delivery network, or distribution channel. Bundling the SDK as a dependency of Your Application solely for end-user execution of that Application against the Recomnext Service is permitted.
3.6 No Use With Non-Recomnext Backends. You shall not configure, redirect, alter, or operate the SDK to communicate with, authenticate against, route through, or interoperate with any backend, API, service, emulator, proxy, clone, fork, reimplementation, or replacement that is not the official Recomnext Service operated by Licensor. Any attempt to point, adapt, or otherwise use the SDK against a third-party, self-hosted, open-source, or unauthorized substitute for the Recomnext Service is strictly prohibited and constitutes a material breach.
3.7 No Circumvention. You shall not circumvent, disable, or interfere with any security, rate-limiting, telemetry, license-verification, or access-control mechanism of the SDK or the Recomnext Service.
3.8 Preservation of Notices. You shall not remove, obscure, or alter any Proprietary Notices in or on the SDK, its documentation, or any output of the SDK that includes such notices.
3.9 Compliance With Law. You shall use the SDK only in compliance with all applicable laws, including without limitation data protection, privacy, consumer protection, export control, sanctions, and intellectual property laws.
4. Ownership and Intellectual Property
4.1 Reservation of Rights. The SDK and the Recomnext Service are licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the SDK, the Recomnext Service, and all related intellectual property, including all copyrights, patents, trademarks, trade secrets, models, training data, know-how, and other proprietary rights. Nothing in this Agreement transfers ownership of any of the foregoing to You.
4.2 Trademarks. "Recomnext" and the associated logos and product names are trademarks of Licensor. No trademark license is granted under this Agreement, except the limited right to reference "Recomnext" by name, in plain text and without alteration of any logo, solely to factually indicate that Your Application integrates with the Recomnext Service.
4.3 Feedback. If You provide Licensor with any suggestions, comments, ideas, improvements, error reports, bug reports, or other feedback regarding the SDK or the Recomnext Service ("Feedback"), You hereby grant Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, and commercialize such Feedback for any purpose, without obligation, accounting, or attribution to You.
5. Audit Rights
Upon not less than fifteen (15) days' prior written notice, and not more frequently than once in any twelve (12) month period (except where Licensor reasonably suspects breach, in which case no frequency limit applies), Licensor or an independent auditor designated by Licensor may, at Licensor's expense, audit Your use of the SDK to verify compliance with this Agreement. You shall cooperate reasonably and in good faith with such audit and shall provide access to relevant records, package manifests, build artifacts, source repositories, and deployment environments strictly necessary for the audit. If an audit reveals material non-compliance, You shall (a) reimburse Licensor for the reasonable costs of the audit, (b) promptly remediate the non-compliance, and (c) pay any fees that would have been due had Your use been properly licensed, all without prejudice to any other remedy available to Licensor.
6. Term and Termination
6.1 Term. This Agreement begins on the date You first download, install, or use the SDK and continues until terminated as provided in this Section 6.
6.2 Termination for Breach. This Agreement and all rights granted hereunder terminate automatically and without notice if You breach any provision of this Agreement, including without limitation Sections 3.2 (No Modification), 3.3 (No Reverse Engineering), 3.4 (No Competing Use), 3.5 (No Redistribution), 3.6 (No Use With Non-Recomnext Backends), or 3.7 (No Circumvention).
6.3 Termination on Loss of Subscription. This Agreement terminates automatically upon the expiration, suspension, cancellation, or non-renewal of Your Authorized Subscription, except that Licensor may, at its sole discretion, permit continued installation of the SDK in non-functional form pending resumption of an Authorized Subscription.
6.4 Termination for Convenience by Licensor. Licensor may terminate this Agreement, or discontinue the SDK or the Recomnext Service in whole or in part, at any time upon thirty (30) days' written or electronic notice. Licensor shall have no liability for any such termination or discontinuation.
6.5 Effect of Termination. Upon termination, all rights granted to You under this Agreement immediately cease. You shall, within seven (7) days of termination: (a) cease all use of the SDK; (b) remove the SDK from all systems, package manifests, lockfiles, build artifacts, container images, and deployments under Your control; and (c) destroy or permanently delete all copies of the SDK in Your possession or control. Upon Licensor's request, You shall certify such destruction in writing, signed by an authorized officer.
6.6 Survival. Sections 1, 3.3, 3.4, 4, 5, 6.5, 6.6, 7, 8, 9, 10, and 11 survive termination of this Agreement.
7. Disclaimer of Warranties
THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, ITS AFFILIATES, AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR THAT THE SDK WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR PRODUCE ANY PARTICULAR RESULT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LICENSOR OR THROUGH THE SDK SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT THE SDK DOES NOT INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, AND LICENSOR HAS NO OBLIGATION TO DEFEND, INDEMNIFY, OR HOLD YOU HARMLESS AGAINST ANY CLAIM OF INFRINGEMENT, EXCEPT TO THE EXTENT EXPRESSLY AGREED IN A SEPARATE SIGNED COMMERCIAL AGREEMENT BETWEEN YOU AND LICENSOR.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SDK, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE SDK SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS, IF ANY, PAID BY YOU TO LICENSOR FOR THE RECOMNEXT SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100). THIS LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BARGAIN AND APPLIES EVEN IF ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
9. Indemnification by Licensee
9.1 Indemnity. You shall defend, indemnify, and hold harmless Licensor, its affiliates, and their respective officers, directors, employees, and agents (each an "Indemnified Party") from and against any and all third-party claims, actions, proceedings, damages, losses, liabilities, fines, penalties, and reasonable expenses (including attorneys' fees and costs of investigation) arising out of or relating to:
(a) Your Application, including any defect, error, or unlawful conduct therein;
(b) Your breach of this Agreement;
(c) Your use of the SDK or the Recomnext Service in violation of applicable law, including data protection, privacy, consumer protection, export control, or intellectual property laws;
(d) any data, content, prompts, instructions, or other inputs provided by You or by any user of Your Application; or
(e) any claim alleging that Your Application, or any modification, configuration, integration, or combination of the SDK undertaken by You or on Your behalf, infringes or misappropriates any third-party right.
9.2 Procedure. Licensor shall promptly notify You in writing of any claim for which indemnification is sought. Licensor may, at its option and expense, participate in the defense of any such claim with counsel of its own choosing. You shall reasonably cooperate with the defense of the claim, at Your expense. You shall not settle, compromise, or consent to the entry of any judgment with respect to any such claim without Licensor's prior written consent if such settlement, compromise, or judgment would impose any liability, obligation, payment, admission, or restriction on any Indemnified Party.
9.3 No Reciprocal Obligation. For the avoidance of doubt, Licensor provides no indemnity to You under this Agreement. Any obligation of Licensor to indemnify You with respect to intellectual property infringement or otherwise shall arise solely under, and on the terms of, a separate signed commercial agreement, if any, between You and Licensor.
10. Export, Sanctions, and Compliance
You represent and warrant that You are not located in, under the control of, or a national or resident of any country, or on any list of restricted parties, to which export, re-export, or transfer of the SDK is prohibited under applicable export control, sanctions, or anti-terrorism laws of India, the United States, the European Union, the United Kingdom, or any other applicable jurisdiction. You shall comply with all such laws and shall not export, re-export, or transfer the SDK, or permit the use of the Recomnext Service, in violation thereof.
11. General
11.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
11.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the courts of New Delhi and Haryana, India for any dispute arising out of or relating to this Agreement, except that Licensor may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
11.3 Equitable Relief. You acknowledge that breach of Sections 3, 4, or 6.5 would cause Licensor irreparable harm for which monetary damages would be inadequate. Licensor is therefore entitled to seek injunctive and other equitable relief without the requirement of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
11.4 Assignment. You may not assign or transfer this Agreement, by operation of law, change of control, or otherwise, without Licensor's prior written consent; any attempted assignment in violation of this Section is void. Licensor may assign this Agreement freely.
11.5 Entire Agreement; Order of Precedence. This Agreement, together with any separate signed commercial agreement between You and Licensor governing the Recomnext Service, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, communications, and proposals. In the event of a conflict between this Agreement and a separate signed commercial agreement, the signed commercial agreement controls solely with respect to the matters expressly addressed therein (including, where applicable, any negotiated intellectual property indemnification, service-level commitments, or modified liability provisions).
11.6 Severability; Waiver. If any provision of this Agreement is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force. No waiver by Licensor is effective unless in writing and signed by an authorized representative; no waiver constitutes a continuing waiver of any subsequent breach.
11.7 Notices. Notices to Licensor must be sent in writing to legal@driffle.com or to Licensor's registered address set out above. Notices to You may be sent to the email address associated with Your Authorized Subscription or, where no Authorized Subscription exists, posted on https://recomnext.com.
11.8 Updates to the Agreement. Licensor may publish updated versions of this Agreement together with subsequent releases of the SDK. The version of this Agreement distributed with a given release of the SDK governs Your use of that release. Your installation or use of a release of the SDK constitutes acceptance of the version of this Agreement distributed with it.
11.9 No Agency. Nothing in this Agreement creates any agency, partnership, joint venture, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.
11.10 Headings; Construction. Section headings are for convenience only and do not affect interpretation. The words "include" and "including" are not limiting.
© 2026 Remittx Private Limited. All rights reserved. Recomnext and the Recomnext logo are trademarks of Remittx Private Limited. For licensing inquiries: legal@driffle.com · https://recomnext.com