Software License
Terms of use, redistribution, and contributions for GiusNiyyel software and products. The full license text is below.
GiusNiyyel Enterprise Commercial/Proprietary License
Version 2.0 Effective Date: May 2026
Preamble
The Software covered by this License is a protected work under the Ley Federal del Derecho de Autor (LFDA) of the United Mexican States, which recognizes computer programs as literary works. Rights in the Software arise automatically upon creation. Licensee acknowledges this protection and agrees that all use of the Software is subject to the terms below.
TERMS AND CONDITIONS FOR DISTRIBUTION AND MODIFICATION
1. DEFINITIONS
(a)"License" shall mean this GiusNiyyel Enterprise Commercial/Proprietary License, Version 2.0.
(b)"Licensor" shall mean GiusNiyyel Enterprise. Where this License references Licensor's rights or remedies, those rights belong exclusively to GiusNiyyel Enterprise as the registered rights holder. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with GiusNiyyel Enterprise, where "control" means ownership of more than fifty percent (50%) of voting shares or equivalent governance authority. Affiliates are not party to this License unless expressly named in a written addendum signed by GiusNiyyel Enterprise.
(c)"Software" shall mean the computer program(s) provided by Licensor under this License, including any updates or corrections thereof delivered by Licensor, but excluding any derivative works created independently by Licensee pursuant to statutory rights under Section 3 below.
(d)"Licensee" shall mean the legal entity (empresa or persona moral) that has accepted this License for use of the Software. This License is available exclusively to legal entities or natural persons acting in a professional or business capacity. It is not available to natural persons acting as consumers (consumidores) under Mexican law (Ley Federal de Protección al Consumidor). Any person who is a consumer under applicable law must obtain a separate consumer license from Licensor.
(e)"Authorized Internal Use" shall mean use of the Software solely by: (i) Licensee's own direct employees; (ii) independent contractors or consultants engaged by Licensee who operate under a written confidentiality obligation at least as protective as this License; and (iii) employees of Licensee's direct subsidiaries in which Licensee holds a majority ownership interest — in each case strictly for Licensee's own internal business operations, and not for providing technology services, hosting, or software access to any third party.
(f)"Personal Data" shall have the meaning assigned to "datos personales" under the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP) and its regulations.
2. LICENSE GRANT
Subject to the terms and conditions of this License, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to install and use the Software solely for Authorized Internal Use as defined in Section 1(e).
For the avoidance of doubt, the following uses are not included in this grant without prior written authorization from Licensor:
- Providing access to the Software to any third party outside the definition of Authorized Internal Use;
- Deploying the Software in a public-facing or multi-tenant cloud environment where third parties interact with or benefit from the Software;
- Using the Software as part of a service offering delivered to external clients or customers;
- Sublicensing, reselling, or distributing the Software.
3. RESTRICTIONS AND STATUTORY RIGHTS
You may not distribute, sublicense, or make available the Software or any derivative thereof to any third party. You may not modify, adapt, or create derivative works based on the Software, except as expressly authorized by Licensor in writing or as permitted by non-waivable provisions of applicable Mexican law.
Statutory Rights Savings Clause.** Notwithstanding the restrictions above, and in accordance with the Ley Federal del Derecho de Autor (LFDA), Licensee retains the following rights that cannot be excluded by contract:
- (a) Backup Copy: Licensee may make one (1) archival backup copy of the Software solely for the purpose of replacing the original copy if it becomes unusable. Such backup copy must reproduce all proprietary notices and may not be used for any other purpose.
- (b) Error Correction: Licensee may make modifications strictly necessary to correct errors that prevent the Software from functioning for its intended purpose as described in Licensor's official documentation, provided that: (i) Licensee notifies Licensor of the error in writing before making any correction; (ii) Licensor does not provide a corrected version within thirty (30) business days of such notice; and (iii) Licensee provides Licensor with a complete description of any correction made.
No other modifications, adaptations, reverse engineering, decompilation, or disassembly of the Software is permitted.
4. PROPRIETARY RIGHTS
The Software is owned by Licensor and is protected by the Ley Federal del Derecho de Autor and other applicable Mexican and international intellectual property laws. Licensor reserves all rights not expressly granted to Licensee in this License.
5. INTELLECTUAL PROPERTY RIGHTS AND ENFORCEMENT
The Software, including all intellectual property rights therein, are and shall remain the exclusive property of GiusNiyyel Enterprise. This License does not grant Licensee any right or license in or to any patents, copyrights, trade secrets, trademarks, or any other intellectual property rights of GiusNiyyel Enterprise. Licensee agrees to protect the proprietary rights of GiusNiyyel Enterprise and to refrain from any action that would jeopardize, limit, or interfere with GiusNiyyel Enterprise's intellectual property rights.
Unauthorized use, reproduction, or distribution of the Software, or any portion thereof, may result in civil liability under the Ley Federal del Derecho de Autor, including claims for actual damages, disgorgement of profits, and injunctive relief before competent Mexican courts. Where unauthorized use constitutes a criminal offense under the Código Penal Federal (including but not limited to unauthorized access to systems, sabotage, or data theft), Licensor reserves the right to file a formal complaint (denuncia) with the Ministerio Público Federal (Fiscalía General de la República) for investigation and prosecution through the applicable criminal procedure. Licensor's exercise of civil remedies does not waive its right to pursue criminal complaints, and vice versa.
6. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MEXICAN LAW. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
This disclaimer applies exclusively between commercial parties (personas morales or profesionales). To the extent any mandatory warranty protections apply under Mexican law that cannot be excluded by contract (including any applicable provisions of the Código Civil Federal or sector-specific regulations), such protections are not waived by this Section and shall apply to the minimum extent required by law.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Licensor's total cumulative liability to Licensee under this License shall not exceed the total license fees paid by Licensee to Licensor in the twelve (12) months preceding the event giving rise to the claim.
8. GOVERNING LAW AND DISPUTE RESOLUTION
This License shall be governed by and construed in accordance with the federal laws of the United Mexican States, including without limitation the Código Civil Federal, the Código de Comercio, and the Ley Federal del Derecho de Autor, without regard to conflict of laws principles.
Dispute Resolution — Tiered Process:
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Negotiation: The parties shall first attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) calendar days from written notice of the dispute.
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Mediation: If negotiation fails, either party may refer the dispute to non-binding mediation administered by the Centro de Mediación y Arbitraje de la Cámara Nacional de Comercio (CANACO) in Mexico City or Villahermosa, Tabasco, at the referring party's election.
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Arbitration / Litigation: If mediation does not resolve the dispute within sixty (60) days of referral, disputes shall be submitted to binding arbitration under the rules of CANACO or, at Licensor's election, to the exclusive jurisdiction of the Federal Courts (Juzgados de Distrito) of the Judicial District of Tabasco. The parties expressly submit to that jurisdiction and waive any other forum to which they might otherwise be entitled.
IP Enforcement: Nothing in this Section prevents either party from seeking urgent injunctive or interim relief before competent federal courts to protect intellectual property rights pending resolution of a dispute.
9. ENTIRE AGREEMENT AND AMENDMENTS
This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
This License may not be amended or modified except by a written instrument signed by duly authorized representatives of both parties. For purposes of this License, a valid signature shall include:
- (a) a handwritten (wet ink) signature; or
- (b) an electronic signature that complies with Mexico's Ley de Firma Electrónica Avanzada (LFEA), including qualified electronic signatures issued by an authorized Prestador de Servicios de Certificación (PSC) recognized by the Secretaría de Economía.
Acceptance by clicking "I Agree," electronic acknowledgment, or continued use of the Software after delivery of an updated License shall constitute valid acceptance of amendments where Licensor provides thirty (30) days prior written notice of the change.
10. TERMINATION
This License and Licensee's right to use the Software may be terminated as follows:
(a) Termination for Cause — With Cure Period: For any material breach of this License (other than those listed in subsection (b) below), Licensor shall provide Licensee written notice specifying the nature of the breach. Licensee shall have fifteen (15) calendar days from receipt of such notice to cure the breach to Licensor's reasonable satisfaction. If the breach is not cured within that period, this License shall terminate automatically at the end of the cure period.
(b) Immediate Termination — No Cure: Licensor may terminate this License immediately upon written notice, without a cure period, in the event of:
- (i) Unauthorized distribution, sublicensing, or disclosure of the Software to any third party;
- (ii) Reverse engineering, decompilation, or disassembly of the Software beyond the statutory rights in Section 3;
- (iii) Breach of confidentiality obligations that causes or threatens irreparable harm to Licensor;
- (iv) Insolvency, bankruptcy, or liquidation of Licensee.
(c) Effect of Termination: Upon termination for any reason, Licensee shall immediately cease all use of the Software and shall permanently destroy or return all copies of the Software in Licensee's possession or control, including backup copies, and shall certify such destruction in writing to Licensor within five (5) business days.
(d) Survival: Sections 4, 5, 6, 7, 8, 10(c), 11, and 13 shall survive termination of this License.
11. COMPLIANCE WITH LAWS
Licensee shall comply with all applicable laws, rules, and regulations in connection with its use of the Software, including:
- (a) All applicable Mexican federal and state laws governing use of information technology and software;
- (b) Export and technology transfer regulations applicable in Mexico, including those administered by the Secretaría de Energía (SENER) and any other competent authority, as well as applicable international treaties and conventions to which Mexico is a signatory;
- (c) Sector-specific regulations applicable to Licensee's industry (including, without limitation, regulations issued by CNBV for financial institutions, COFEPRIS for health sector entities, or IFT for telecommunications operators) to the extent such regulations govern Licensee's use of the Software.
12. DATA PROTECTION AND PRIVACY
This Section governs the treatment of Personal Data in connection with the Software.
(a) Scope. If the Software, in the course of Licensee's Authorized Internal Use, processes Personal Data of employees, customers, or third parties, both parties acknowledge their respective obligations under the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP) and its regulations.
(b) Licensee as Data Controller (Responsable). Licensee shall be considered the data controller (responsable) for any Personal Data it inputs into, or processes through, the Software. Licensee is solely responsible for: (i) obtaining valid, informed consent (or establishing another lawful basis) for processing such Personal Data; (ii) providing data subjects with the required Aviso de Privacidad; (iii) honoring ARCO rights (acceso, rectificación, cancelación, oposición) of data subjects; and (iv) implementing appropriate technical and organizational security measures.
(c) Licensor's Data Practices. Licensor shall disclose in its official documentation any telemetry, diagnostic, or usage data collected by the Software. Where such data constitutes Personal Data, Licensor shall publish an Aviso de Privacidad and comply with LFPDPPP obligations as the relevant responsable or encargado.
(d) Security Measures. Both parties agree to implement technical and organizational measures consistent with the principles of the LFPDPPP and, where applicable, industry standards including ISO/IEC 27001, to prevent unauthorized access, loss, or disclosure of Personal Data processed through the Software.
(e) Data Processing Addendum. If Licensor processes Personal Data on behalf of Licensee as an encargado (data processor), the parties shall execute a separate Data Processing Addendum (Addendum de Tratamiento de Datos) governing such processing, which shall be incorporated into and form part of this License.
13. MISCELLANEOUS
(a) Severability. If any provision of this License is held to be invalid or unenforceable by a competent court or authority, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, struck, and the remaining provisions shall continue in full force and effect.
(b) No Waiver. The failure of either party to enforce any right or provision in this License shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
(c) Assignment. This License may not be assigned by Licensee, in whole or in part, without the prior written approval of Licensor. Any purported assignment without such consent shall be null and void. Licensor may assign this License in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to Licensee.
(d) Language. This License is executed in the English language. In the event of any conflict between this English version and any Spanish translation provided by Licensor for reference purposes, the English version shall control unless Licensor designates the Spanish version as authoritative in writing. Licensor encourages Licensee to request a Spanish-language version for proceedings before Mexican courts or authorities.
(e) Notices. All notices under this License shall be in writing and delivered by: (i) certified mail with return receipt (correo certificado con acuse de recibo); (ii) recognized overnight courier; or (iii) email with confirmed electronic read receipt, to the addresses designated by each party at the time of license activation.
14. ACKNOWLEDGMENT
BY INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS LICENSE IN ITS ENTIRETY, UNDERSTANDS ITS TERMS, AND AGREES TO BE BOUND BY THEM. IF LICENSEE DOES NOT AGREE, LICENSEE MUST NOT USE THE SOFTWARE AND MUST PROMPTLY DESTROY OR RETURN ALL COPIES.
GiusNiyyel Enterprise Villahermosa, Tabasco, México