Keygen EE
Subscription Terms
Last updated November 13th, 2025
Please read these Keygen EE Subscription Terms (the "EE Terms" or "Agreement") carefully. This Agreement is a legal agreement between Keygen LLC ("Keygen", "us", or "we") and the entity or person ("Customer", "you", or "your") that purchases a subscription to Keygen Enterprise Edition ("Keygen EE" or "EE"), our self-hosted, fair source enterprise software.
Keygen EE and Keygen Cloud are separate products offered by Keygen. These EE Terms apply solely to your subscription to and use of Keygen EE. They do not govern your use of the managed Keygen Cloud services, which are governed by the separate Keygen Terms of Service. If you use both products, each is governed by its respective terms.
The Keygen EE software itself is licensed to you under the Fair Core License, Version 1.0, ALv2 Future License ("FCL"), available at keygen.sh/license/ and fcl.dev. These EE Terms do not replace or modify the FCL — they govern the commercial subscription under which Keygen provides you with the License Keys, features, updates, and support that enable and accompany the enterprise functionality of Keygen EE. In the event of a conflict between these EE Terms and the FCL with respect to your rights in the Software itself, the FCL controls.
YOU AGREE THAT BY PURCHASING A SUBSCRIPTION FOR, ACTIVATING, OR USING KEYGEN EE UNDER A LICENSE KEY ISSUED BY KEYGEN, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH KEYGEN. IF YOU DO NOT AGREE WITH THESE EE TERMS, YOU MUST NOT PURCHASE A SUBSCRIPTION OR ACTIVATE OR USE KEYGEN EE'S LICENSE-PROTECTED FUNCTIONALITY.
If you do not understand any of the terms of this Agreement, please contact us before using Keygen EE. You can contact us at: [email protected].
1. Definitions
"Software" means Keygen Enterprise Edition, the self-hosted edition of Keygen's software licensing and distribution server made available by Keygen under the FCL, including any updates, upgrades, patches, and new versions made available to you during the Subscription Term.
"License Key" means the cryptographic license key and license file issued by Keygen that activate the license-protected, enterprise functionality of the Software.
"Subscription Plan" means your order form, quote, or online purchase from Keygen specifying the Software edition, features, fees, and Subscription Term.
"Subscription Term" means the period specified in your Subscription Plan during which your License Key is valid and you are entitled to receive updates and support.
"Documentation" means Keygen's standard documentation for the Software, available at keygen.sh/docs/.
2. The Subscription
2.1. What Your Subscription Provides
Subject to your payment of the applicable fees and compliance with this Agreement, during the Subscription Term Keygen will provide you with: (i) one or more License Keys activating the enterprise functionality of the Software; (ii) access to updates, upgrades, and new versions of the Software that Keygen makes generally available to EE subscribers; and (iii) support as described in Section 6.
2.2. Software License
The Software is licensed, not sold. Your right to use, copy, modify, and redistribute the Software is granted under and governed by the FCL. Nothing in this Agreement limits the rights granted to you under the FCL, including the Grant of Future License, or restricts any use of the Software that the FCL permits without a subscription. Your subscription supplies the License Keys and features for the license-protected functionality, which the FCL itself does not grant.
2.3. License Keys
You may use License Keys only to activate the Software for your own (or your Affiliates') use. You may not share, sublicense, resell, publish, or otherwise distribute a License Key to any third party, and you may not use a License Key to activate instances of the Software operated for the benefit of any party other than you or your Affiliates, except as expressly permitted in your Subscription Plan. Your use of the Software remains subject at all times to the FCL, including its Limitations clause regarding the Software's license key functionality.
"Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.
2.4. License Validation
The Software validates your License Key entirely offline using cryptographic license files, as described in the Documentation. The Software does not validate against any license server, does not require an internet connection to operate, and does not transmit Your Data (as defined in Section 3) or any other data to Keygen.
3. Self-Hosting and Your Data
You are responsible for provisioning, hosting, operating, securing, maintaining, and backing up your own deployment of the Software and its underlying infrastructure. "Your Data" means any data, content, code, or other materials of any type that you or your end-users store in or process through your self-hosted deployment of the Software. Your Data resides on infrastructure you control; Keygen does not host, access, or process Your Data, and — unlike Keygen Cloud — Keygen is not a data processor (or equivalent) with respect to Your Data under applicable data protection laws. As between you and Keygen, you retain all right, title, and interest in and to Your Data, and you are solely responsible for Your Data and for your deployment's compliance with all applicable laws and regulations.
If you grant Keygen access to your deployment, logs, or Your Data for support purposes, Keygen will use such access solely to provide the requested support and will treat any information obtained as your Confidential Information.
4. Fees and Payment
4.1. Fees
You agree to pay the fees specified in your Subscription Plan. Except as expressly set forth in this Agreement, all fees are non-refundable. Unless both you and Keygen otherwise agree in writing, payment terms shall be net 45 days upon receipt of an applicable invoice.
4.2. Taxes
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all such taxes, levies, or duties, excluding taxes based on Keygen's net income.
4.3. Late Payment
If any undisputed amounts due under this Agreement are not received by Keygen by the due date, and Keygen has provided you with reasonable advance notice and an opportunity to resolve the issue, Keygen may suspend issuance of License Keys, updates, and support until payment is received in full.
5. Subscription Term, Renewal, and Termination
5.1. Term and Renewal
This Agreement commences on the start date of your initial Subscription Term and continues for the duration of the Subscription Term. Except as otherwise specified in your Subscription Plan, subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
5.2. Termination for Cause
Either party may terminate this Agreement if the other party materially breaches its obligations under this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of it.
5.3. Grace Period
If your Subscription Term expires without renewal, Keygen will provide a grace period of thirty (30) days from the date of expiration, during which your License Keys will continue to function and you may process a renewal. If renewal is not processed by the end of the grace period, your License Keys will expire or be deactivated, and you must discontinue use of the license-protected, enterprise functionality of the Software — for example, by transitioning your deployment to Keygen CE (Community Edition), which does not require a License Key.
5.4. Effects of Expiration or Termination
Upon termination of this Agreement, or upon expiration of your Subscription Term and the grace period described in Section 5.3, in each case for any reason: (i) your License Keys will expire or be deactivated, and your right to use the license-protected functionality of the Software will end; (ii) your entitlement to updates, upgrades, and support will end; and (iii) you shall pay to Keygen any amounts that are outstanding. Expiration or termination of this Agreement does not terminate the rights granted to you under the FCL, which continue in accordance with the FCL's own terms. If Keygen terminates for your uncured material breach, no refunds will be issued; if you terminate for Keygen's uncured material breach, Keygen will refund you a pro rata portion of prepaid fees for the unused portion of the Subscription Term.
5.5. Survival
The following will survive termination of this Agreement: Sections 3, 4, 5.4, 5.5, 7, 8, 9, 10, and 11.
6. Support and Updates
6.1. Support
During the Subscription Term, Keygen provides email and chat support 8 hours per business day, Monday through Friday (8x5), excluding Keygen-observed holidays, between 9:00 a.m. and 5:00 p.m. Central Standard Time (CST). EE customers receive an initial response within 8 business hours, priority case routing, and access to expert engineering support. Support is available via [email protected]. You may purchase a custom support agreement with different or additional support terms; any such agreement, and any different or additional support terms in your Subscription Plan, control over this Section.
Support does not include operating your infrastructure on your behalf, on-site services, or development of custom functionality, unless expressly agreed in writing.
6.2. Updates
During the Subscription Term, Keygen will make available to you the updates, upgrades, patches, and new versions of the Software that it makes generally available to EE subscribers. You are responsible for applying updates to your deployment. Keygen recommends staying reasonably current; Keygen may limit support for versions of the Software that are more than two (2) major versions behind the current release. Because the Software is self-hosted, no service level agreement or uptime commitment applies to your deployment of the Software.
7. Confidentiality
"Confidential Information" means any information or materials of each party disclosed to the other party that is reasonably considered in the circumstances to be confidential or proprietary, including, but not limited to, License Keys, trade secrets, software, specifications, designs, data, research, intellectual property, business plans and strategies, pricing, and financial information, whether in oral, written, electronic, graphic or machine-readable form. Each party agrees to use no less than reasonable care to keep strictly confidential the other party's Confidential Information and to not use or disclose the Confidential Information to anyone other than its Affiliates who have a need to know and are subject to confidentiality obligations substantially similar to those herein, or for any purpose other than in furtherance of this Agreement. Confidential Information does not include the Software's source code to the extent it is made publicly available by Keygen under the FCL.
8. Warranties and Disclaimer
8.1. Product Warranty
Keygen warrants that, during the applicable Subscription Term, the Software, when used as activated by a valid License Key and in accordance with the Documentation, will perform materially in accordance with the applicable Documentation. This warranty does not apply to nonconformities arising from (a) modifications to the Software made by you or any third party; (b) use of the Software in combination with products, data, or services not provided or approved by Keygen, where the nonconformity would not have arisen but for such combination; (c) your infrastructure, hosting environment, or failure to apply updates made available by Keygen; or (d) use of the Software in violation of this Agreement or the FCL. In the event of a breach of the foregoing warranty, Keygen's sole obligation and your exclusive remedy shall be for Keygen to correct the nonconformity or, if Keygen is unable to correct the nonconformity within thirty (30) days of receipt of notice of the nonconformity, to permit you to terminate this Agreement and receive a pro rata refund of prepaid fees for the unused portion of the Subscription Term.
8.2. Support Warranty
Keygen warrants that, during the applicable Subscription Term, it will provide support in a professional and workmanlike manner consistent with industry standards and in accordance with Section 6.1.
8.3. Disclaimer
YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEYGEN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KEYGEN EXPRESSLY DISCLAIMS THAT THE SOFTWARE WILL MEET YOUR EXPECTATIONS OR SATISFY YOUR REQUIREMENTS, OR THAT ITS OPERATION IN YOUR ENVIRONMENT WILL BE UNINTERRUPTED OR ERROR-FREE. ANY USE OF THE SOFTWARE OUTSIDE THE SCOPE OF A VALID SUBSCRIPTION IS GOVERNED SOLELY BY THE FCL AND IS PROVIDED "AS IS" AS SET FORTH IN THE FCL'S DISCLAIMER.
9. Limitation of Liability
9.1.
EACH PARTY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT OR UNDER ANY OTHER FORM OF LIABILITY, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION DOES NOT APPLY TO YOUR PAYMENT OBLIGATIONS OR TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.
9.2.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE.
9.3.
YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY.
10. Indemnity
10.1. Our Indemnity
Keygen agrees to defend, or at its option settle, any and all claims, actions, or demands brought against you by an unaffiliated third party, alleging that the Software, as provided by Keygen and used in accordance with this Agreement under a valid License Key, infringes, misappropriates, or otherwise violates any intellectual property right of that third party, and will pay and hold you harmless from any settlement agreed to by Keygen or any damages finally awarded by a court of competent jurisdiction arising out of or resulting from any such claim, including without limitation reasonable legal and accounting fees awarded by such court.
Keygen shall have no obligation under this Section to the extent any such claim arises from (a) modifications to the Software made by you or any third party not authorized by Keygen; (b) use of the Software in combination with products, data, or services not provided or approved by Keygen, where the claim would not have arisen but for such combination; or (c) use of the Software in violation of this Agreement or the FCL.
In the event of any such claim, Keygen may, at its sole option and expense, (i) procure for you the right to continue using the Software; (ii) replace or modify the Software so it becomes non-infringing without material reduction in functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate this Agreement and refund to you any prepaid fees for the unused portion of the applicable Subscription Term.
10.2. Your Indemnity
You agree to defend, or at your option settle, any and all claims, actions or demands brought against Keygen by an unaffiliated third party arising out of or resulting from Your Data, your deployment or operation of the Software, or your products or services offered using the Software, and will pay and hold Keygen harmless from any settlement agreed to by you or any damages finally awarded by a court of competent jurisdiction arising out of or resulting from any such claim, including without limitation reasonable legal and accounting fees awarded by such court.
10.3. Conditions
Each party's indemnification obligation in this Section (each, an "Indemnitor") is subject to the Indemnitor receiving (i) prompt written notice from the indemnified party (each, an "Indemnitee") of such claim, action, or demand ("Claim") (provided that failure to provide such notice will only relieve Indemnitor of its obligations under this Section to the extent its ability to defend or settle an applicable Claim is materially prejudiced by such failure to provide notice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such Claim; and (iii) all reasonable necessary cooperation of the Indemnitee at the Indemnitor's expense. Indemnitee's counsel will have the right to participate in the defense of the Claim, at Indemnitee's own expense. Indemnitor will not, without the Indemnitee's consent, settle any Claim if the settlement requires the Indemnitee to admit any liability or imposes any obligation on the Indemnitee other than the obligation to cease using the Software. Indemnitee will not, without the prior written consent of Indemnitor, make any admission or prejudicial statement, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Claim.
10.4. Sole Remedy
THE FOREGOING PROVISIONS OF THIS SECTION 10 SET FORTH EACH PARTY'S SOLE AND EXCLUSIVE LIABILITY AND SOLE AND EXCLUSIVE REMEDY TO THE OTHER PARTY FOR ANY ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT UNDER THIS AGREEMENT.
11. General
11.1. Governing Law
This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
11.2. Dispute Resolution
(a) Means of Resolution. You and Keygen agree that any disputes arising under this Agreement will be resolved through binding arbitration. Arbitration will be held in Fort Worth, TX, United States, and conducted in the English language. Notwithstanding the foregoing, you agree that: (i) the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief, and for the purposes of enforcing the decision of any arbitrator appointed in accordance with this provision, and (ii) Keygen may bypass arbitration in cases of fraud or other crimes against it, and in the case of interference with its technical operations or violations of its rights or property.
(b) Class Waiver. You acknowledge and agree that you and Keygen are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Keygen otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable, then the entirety of this Section 11.2 will be deemed void.
11.3. Jurisdiction and Venue
If Section 11.2 is deemed void or is otherwise inapplicable, all disputes under this Agreement will be resolved by a court of competent jurisdiction located in Texas, United States, provided that the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief.
11.4. Export Compliance
You may not use, export, or re-export the Software or License Keys in violation of any applicable export control laws or regulations, including those of the United States.
11.5. Force Majeure
Neither party shall be liable for delay or failure in performance (other than the making of payments) resulting from any cause beyond the reasonable control of such party, including but not limited to, acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike lockout, power failures, or the inability to use or the failure of any third party telecommunications carrier or other services, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable.
11.6. Assignment
Neither party may assign any of its rights or obligations under this Agreement without the other party's prior written consent, provided that either party may assign this Agreement in its entirety to an Affiliate able to satisfy the assignor's obligations or in connection with a merger, acquisition, or sale of substantially all its assets, without the other party's consent.
11.7. Notice
Keygen may communicate with you about Keygen EE or this Agreement by email or by posting notices on our website. Unless expressly prohibited by law, you consent to receive communications relating to Keygen EE or our business relationship from Keygen electronically, and agree that all notices, waivers, agreements, disclosures and other communications delivered electronically satisfy any legal requirements that such communications be in writing. You may provide electronic legal notice to Keygen at [email protected].
11.8. Nature of Relationship
Nothing in this Agreement will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship between you and Keygen. You and Keygen will, at all times, be and remain independent contractors.
11.9. Severability
The provisions of this Agreement are severable. If any individual provision is held to be invalid, unenforceable or contrary to applicable law, such provision shall be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of this Agreement, and all other provisions shall remain in full force and effect.
11.10. Entire Agreement
This Agreement, together with your Subscription Plan and the FCL, constitutes the entire agreement between you and Keygen with respect to Keygen EE. In the event of a conflict, your Subscription Plan controls over these EE Terms with respect to commercial terms, and the FCL controls with respect to your rights in the Software itself. This Agreement may be amended only by a subsequently dated, written amendment that expressly amends this Agreement and which is signed on behalf of you and Keygen by our respective duly authorized representatives.
11.11. Waiver
The failure by either party to exercise or enforce any right or remedy under this Agreement will not constitute a waiver of such right or remedy.
12. Contact
Email Address
If you wish to contact Keygen with any questions, comments or concerns regarding these EE Terms, please contact [email protected].
For contact concerning Keygen EE, please contact [email protected].
Mailing Address
Keygen LLC
1606 Headway Cir STE 9246
Austin, TX 78754