Effective date: 30.05.2026
IMPORTANT: Please read these Terms carefully before using Semaphore UI.
By installing, accessing, or using any version of Semaphore UI, you agree to be bound by these Terms.
If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity. If you do not agree to these Terms, do not install or use Semaphore UI.
1. Definitions
The following capitalized terms have the meanings given below. Other terms may be defined elsewhere in these Terms.
- “Agreement” or “Terms” means these Terms of Service together with the Privacy Policy, the Subscription Agreement (if applicable), the Acceptable Use Policy, and any Order Form or invoice, all incorporated by reference.
- “Semaphore UI” / “we” / “us” means Semaphore UI Automation DOO Novi Sad, a company incorporated under the laws of Republic of Serbia with a principal place of business at Gajeva 3A, sprat: 1, 21000 Novi Sad, Serbia which is a legal entity publishing and distributing the Software and operating the Portal.
- “You” / “Customer” means the individual or legal entity that installs, accesses, or uses the Software or the Portal. If you accept these Terms on behalf of a legal entity, “You” refers to that entity.
- “Software” means all editions of the Semaphore UI application — Community, Pro, and Enterprise — including all associated source code (to the extent made available), binaries, Docker images, Helm charts, CLI tools, APIs, documentation, and updates.
- “Community Edition” means the open-source version of the Software distributed under the MIT License, available at https://github.com/semaphoreui/semaphore.
- “Pro Edition” means the commercially licensed version of the Software distributed under a proprietary license as described in the Subscription Agreement.
- “Enterprise Edition” means the commercially licensed version of the Software with advanced features (RBAC, SSO/LDAP, HA, dedicated support) distributed under a proprietary license as described in the Subscription Agreement.
- “Self-Hosted Instance” means an installation of the Software deployed and operated by Customer on Customer’s own infrastructure (servers, virtual machines, containers, cloud accounts, or co-located hardware), entirely under Customer’s control.
- “Portal” means the web-based management portal operated by Semaphore UI at portal.semaphoreui.com, used for account management, license delivery, and subscription billing.
- “Automation Content” means any playbooks, scripts, Terraform configurations, Ansible inventories, variable files, SSH keys, API tokens, passwords, and other data that Customer creates, uploads, or causes to be executed through the Software.
- “Credentials” means SSH keys, API tokens, passwords, and other authentication secrets stored in the Software’s Key Store or passed to the Software for execution purposes.
- “User” means any individual authorized by Customer to access a Self-Hosted Instance or the Portal on Customer’s behalf.
- “Order Form” means any purchase order, web checkout page, or invoice that references this Agreement and specifies the Software edition, seat count, and fees.
- “Subscription Term” means the paid period specified in the Order Form during which Customer is entitled to use the Pro or Enterprise Edition and receive updates and support.
- “Documentation” means the official technical documentation published by Semaphore UI at semaphoreui.com/docs.
2. Acceptance of Terms
2.1 How you accept
You accept these Terms by any of the following actions:
- installing or running any version of the Software;
- creating an account on the Portal;
- clicking an “I agree” or equivalent button during purchase or registration;
- signing an Order Form that references this Agreement; or
- continuing to use the Software after we post a revised version of these Terms.
2.2 Corporate acceptance
If you accept these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that (a) you have full legal authority to bind that entity to this Agreement, and (b) you have read and understood these Terms. If you lack such authority, do not install or use the Software.
2.3 Changes to these Terms
Semaphore UI reserves the right, at its sole discretion, to modify, update, or replace these Terms (and any incorporated Policies) at any time. Such modifications shall be effective and legally binding on all existing and future Users as follows:
- 2.3.1 Right to Amend. Semaphore UI reserves the right to modify or replace these Terms and any incorporated policies at any time to reflect changes in the law, new regulatory requirements, security improvements, or technical updates to the Software and Portal.
- 2.3.2 Notice of Material Changes. For changes that materially affect your rights or obligations, we will provide at least thirty (30) days’ prior notice before the new version becomes effective.
- Method of Notice: For all registered Users (including Community Edition users with Portal accounts), notice will be sent via email to the address associated with your account. We may additionally provide notice through a prominent announcement on the Portal dashboard.
- Community Edition (Non-Account Holders): Users who do not have a Portal account are responsible for checking our website periodically for updates.
- 2.3.3 Right to Terminate. If you do not agree to the modified Terms, you have the absolute right to reject the changes by terminating your account and ceasing all use of the Software before the end of the thirty (30) day notice period.
- No Penalty: Termination under this section shall be without any additional penalty or “early termination” fees.
- Paid Subscriptions: If you are a Pro or Enterprise subscriber and you terminate under this section, your use of the Software until the end of your current notice period will be governed by the previous version of the Terms.
- 2.3.4 Acceptance by Continued Use. If you do not notify us of your intent to terminate within the thirty (30) day notice period, and you continue to access the Portal or run the Software after the effective date, your action shall constitute express acceptance of the revised Terms. You acknowledge that this notice period provides sufficient time for you to review the changes and decide whether to continue the business relationship.
- 2.3.5 Administrative Changes. Changes that are purely administrative (e.g., updating contact information), clerical (fixing typos), or that relate to the launch of new, optional features will become effective immediately upon being posted on our website without a prior notice period.
3. Product Tiers and Applicable Terms
Semaphore UI is distributed in three tiers. The table below summarizes which legal frameworks apply to each tier:
| Feature | Community | Pro | Enterprise |
|---|---|---|---|
| License type | MIT (open source) | Commercial | Commercial |
| These Terms apply | Yes (website/portal use) | Yes | Yes |
| Subscription Agreement | No | Yes | Yes |
| Support obligation | Community only | Per plan | Per SLA |
| Confidentiality clause | No | Standard | Mutual / extended |
3.1 Community Edition
The Community Edition is open-source software licensed under the MIT License. You may use, copy, modify, merge, publish, distribute, sublicense, and sell copies of the Community Edition in accordance with the MIT License. These Terms apply to your use of the Portal and any hosted services associated with Community Edition accounts. The MIT License governs use of the Community Edition source code itself.
3.2 Pro and Enterprise Editions
The Pro and Enterprise Editions contain proprietary features not available under the MIT License. Use of the Pro or Enterprise Edition requires a valid paid subscription and is governed by both these Terms and the Subscription Agreement. In the event of a conflict between these Terms and the Subscription Agreement, the Subscription Agreement controls with respect to subscription-specific matters (fees, SLAs, support).
3.3 No combination of editions
You may not use Pro or Enterprise Edition features without a valid subscription, regardless of how the Software was obtained. Enabling paid features on an unlicensed installation is a material breach of these Terms of Service.
4. License Grant
4.1 Community Edition license
Subject to the MIT License (https://opensource.org/licenses/MIT), we grant you a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, modify, and distribute the Community Edition source code and binaries. The MIT License text is included in the Community Edition distribution.
4.2 Pro and Enterprise Edition license
Subject to your compliance with these Terms, timely payment of all fees, and the terms of the Subscription Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:
- install and use the Software solely on Self-Hosted Instances that you own or control;
- use the Software solely for your internal business purposes;
4.3 License restrictions
Except as expressly permitted in these Terms or the applicable open-source license, you must not:
- sublicense, sell, resell, transfer, assign, or distribute the Pro or Enterprise Edition to third parties;
- modify, translate, adapt, or create derivative works of the Pro or Enterprise Edition binary code;
- reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Pro or Enterprise Edition, except to the extent expressly permitted by applicable law;
- remove or alter any proprietary notices, labels, or marks on or in the Software;
- use the Software to build a product or service that competes with Semaphore UI, or incorporate the Software (in whole or material part) into a product offered for sale or lease to third parties;
- exceed the number of Users, nodes, or other usage limits specified in your Order Form;
- use the Software in violation of the Acceptable Use Policy set out in Section 5.
4.4 Open-source components
If the Software includes third-party open-source components, list of such components and their licenses shall be made available in https://github.com/semaphoreui/semaphore/blob/develop/THIRD-PARTY-LICENSES.md. Those components are licensed under their respective open-source licenses, not under these Terms. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms of any applicable open-source license.
5. Acceptable Use Policy
5.1 Permitted uses
You may use the Software to manage and automate your own infrastructure, run automation jobs on systems you own or are authorized to administer, and integrate the Software with your internal DevOps workflows.
5.2 Prohibited uses
You must not use the Software, directly or indirectly, to:
- access, probe, scan, or attack systems, networks, or services without the explicit written authorization of the system owner;
- execute Automation Content on infrastructure you do not own or are not authorized to administer;
- store, transmit, or process Credentials belonging to third parties without their explicit authorization;
- distribute malware, ransomware, exploit code, or other malicious software;
- circumvent authentication or authorization controls on any system;
- violate any applicable law, regulation, or third-party rights, including data protection and export control laws;
- use the Software in any manner that could damage, overload, or impair the Portal or any third-party infrastructure;
- misrepresent your identity, or use the Software to impersonate any person or entity;
- use automated means (bots, scrapers) to access the Portal without our prior written consent;
- engage in cryptocurrency mining, spam distribution, or denial-of-service attacks.
5.3 Responsibility for Automation Content
You are solely responsible for all Automation Content you create, upload, schedule, or execute through the Software. You represent and warrant that your Automation Content does not violate any applicable law or third-party rights. We are not responsible for reviewing, monitoring, or evaluating any Automation Content.
5.4 Suspension for AUP violations
We may suspend or terminate your access to the Portal or license keys immediately and without notice if we reasonably believe you are violating this Acceptable Use Policy, and such suspension or termination shall not give rise to any refund obligation.
6. Self-Hosted Deployment Responsibilities
6.1 Customer’s responsibility for the instance
Because the Software operates as a Self-Hosted Instance on Customer’s infrastructure, Customer bears full and exclusive responsibility for:
- the installation, configuration, and ongoing operation of all Self-Hosted Instances;
- the security and integrity of the servers, operating systems, networks, and container environments on which the Software runs;
- applying security patches, updates, and configuration hardening in a timely manner;
- network segmentation, firewall rules, TLS/SSL certificates, and access controls for all Self-Hosted Instances;
- maintaining adequate backups of the Software’s database and configuration;
- ensuring that the Software version in use is compatible with the target automation tools (Ansible, Terraform, OpenTofu, etc.) and their respective versions;
- compliance with all applicable laws and regulations in Customer’s jurisdiction regarding the operation of the Self-Hosted Instance and the infrastructure it manages.
6.2 No access by Semaphore UI
Semaphore UI does not have access to any Self-Hosted Instance, its database, its stored Credentials, or any Automation Content. All data stored within a Self-Hosted Instance resides entirely on Customer’s infrastructure and remains under Customer’s sole control. Customer acknowledges that Semaphore UI is technically unable to provide data recovery, remote configuration, or remediation for Self-Hosted Instances.
6.3 License checks
Pro and Enterprise Editions may periodically contact Semaphore UI servers to validate the license key, and check for updates.
6.4 Air-gapped deployments
Customers operating Self-Hosted Instances in air-gapped or offline environments must arrange for periodic license validation by alternative means as described in the Documentation and upon request of Semaphore provide proofs if permitted use and license validity. Semaphore UI is not responsible for feature degradation resulting from an inability to perform online license validation in air-gapped environments.
7. Credentials and Secrets
7.1 Customer’s responsibility for Credentials
The Software includes a Key Store feature that encrypts and stores Credentials (SSH keys, API tokens, passwords) on the Self-Hosted Instance. Customer is solely responsible for:
- the security of the encryption key and database used by the Key Store;
- controlling which Users have access to stored Credentials;
- rotating Credentials in accordance with Customer’s security policies;
- revoking Credentials immediately upon termination of a User’s access;
- ensuring Credentials stored in the Software are not over-privileged for the tasks they perform.
7.2 No Semaphore UI access to Credentials
Semaphore UI has no access to Credentials stored in any Self-Hosted Instance. Semaphore UI does not transmit, log, or process Credentials stored in Self-Hosted Instances. Customer assumes all risk associated with the storage and use of Credentials within the Software.
7.3 Credential exposure disclaimer
Semaphore UI expressly disclaims all liability for any unauthorized disclosure, theft, compromise, or misuse of Credentials resulting from: (a) vulnerabilities in Customer’s infrastructure; (b) misconfiguration of the Self-Hosted Instance or Key Store; © insider threats or unauthorized access to Customer’s systems; (d) Customer’s failure to apply security updates; or (e) any other cause within Customer’s control or environment.
8. Infrastructure and Automation Liability
8.1 Customer’s responsibility for automation outcomes
The Software executes Automation Content (playbooks, scripts, Terraform plans, shell commands, etc.) against infrastructure designated by Customer. Customer is solely responsible for:
- the correctness, safety, and intended scope of all Automation Content;
- testing Automation Content in non-production environments before executing it on production systems;
- configuring appropriate approvals, dry-run checks, and rollback procedures within the Software or external systems;
- any changes made to infrastructure as a result of executing Automation Content through the Software, including unintended deletions, misconfigurations, data loss, or service interruptions.
8.2 Disclaimer of infrastructure liability
SEMAPHORE UI EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY DAMAGE TO CUSTOMER’S INFRASTRUCTURE OR THIRD-PARTY SYSTEMS ARISING FROM OR RELATED TO THE EXECUTION OF AUTOMATION CONTENT THROUGH THE SOFTWARE. THIS INCLUDES, WITHOUT LIMITATION, DAMAGE RESULTING FROM:
- accidental deletion or modification of servers, databases, cloud resources, or other assets;
- service outages or degraded availability caused by automation jobs;
- data corruption or data loss resulting from automated deployments, rollbacks, or configuration changes;
- privilege escalation resulting from overly permissive Credentials;
- cascading failures triggered by automation executed across multiple environments simultaneously;
- errors in Customer’s Automation Content, regardless of whether such errors were visible in the Software’s interface.
8.3 No warranty on automation outcomes
The Software is a tool for executing Automation Content defined by Customer. Semaphore UI makes no representation or warranty that executing Automation Content through the Software will produce the intended infrastructure outcomes. Customer assumes all risk associated with the results of automation jobs.
9. Accounts, Registration, and Security
9.1 Portal accounts
To access certain Portal features (license management, billing), you must create an account. You agree to provide accurate, current, and complete registration information and to update it as necessary to keep it accurate.
9.2 Account security
You are responsible for maintaining the confidentiality of your Portal account credentials. You agree to:
- use a strong, unique password;
- not share your account credentials with any third party;
- notify us immediately at [email protected] of any actual or suspected unauthorized use of your account;
- log out of your account at the end of each session.
9.3 Organization accounts
If your account is associated with an organization, the organization’s administrator may have access to your account and may restrict, suspend, or terminate your access. We are not liable for actions taken by organization administrators in accordance with their organization’s internal policies.
9.4 Account suspension
We may suspend or terminate your Portal account if we determine, in our reasonable judgment, that you have violated these Terms, your account has been compromised, or continued access poses a security or legal risk.
10. Subscriptions, Billing, and Payment
10.1 Subscription terms
Use of the Pro or Enterprise Edition requires a paid subscription as set out in the Subscription Agreement and/or the applicable Order Form.
10.2 Fees and invoicing
Fees are as stated in the Order Form or on our pricing page at the time of purchase. Unless the Order Form specifies otherwise, we will invoice Customer in advance for each Subscription Term. All invoices are payable within thirty (30) days of the invoice date unless another date has been agreed upon in the Subscription Agreement or the Order Form.
10.3 Auto-renewal
Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term, the subscription will automatically renew for a successive term of equal duration at the then-current list price. We will send a renewal reminder no less than forty-five (45) days before the renewal date.
10.4 Price changes
We may change our subscription fees upon renewal. We will provide at least sixty (60) days’ prior written notice of any fee increase before it takes effect at renewal.
10.5 Taxes
All fees are exclusive of applicable taxes (VAT, sales tax, withholding tax, etc.), which are the sole responsibility of Customer. If we are required by law to collect such taxes, they will be added to the invoice.
10.6 Late payments
Overdue invoices accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), compounded monthly, from the due date. We reserve the right to suspend access to license keys and the Portal for accounts with invoices overdue by more than fifteen (15) days, after providing seven (7) days’ written notice.
10.7 Refunds
Refund eligibility is governed by our Refund Policy available at semaphoreui.com/legal/refund-policy. Annual subscriptions may be refunded in full within thirty (30) days of the initial purchase if Customer has not downloaded the license key or activated a Pro/Enterprise Instance. No refunds are available after this period, except as required by applicable law or as explicitly stated in the Subscription Agreement.
11. Intellectual Property
11.1 Semaphore UI IP
As between the parties, Semaphore UI retains all right, title, and interest in and to:
- the Pro and Enterprise Edition source code, binaries, and all derivative works thereof;
- the Semaphore UI name, logo, trademarks, and service marks;
- the Portal and all content, features, and functionality thereof;
- all Documentation, marketing materials, and website content.
11.2 Community Edition IP
The Community Edition source code is made available under the MIT License. The MIT License governs your rights with respect to the Community Edition code. These Terms do not restrict rights already granted by the MIT License, but they do apply to your use of the Portal and commercial services.
11.3 Customer IP and Automation Content
Customer retains all right, title, and interest in and to all Automation Content. We claim no ownership of your playbooks, scripts, Terraform configurations, inventory data, variable files, or any other Customer data processed by the Software. You grant us no license to your Automation Content except as strictly necessary to perform the Portal services (e.g., storing and delivering your license key). For the avoidance of doubt, we do not access, analyze, or use your Automation Content for any purpose other than providing the Software and Portal services you have contracted for.
11.4 Feedback
If you provide us with suggestions, ideas, enhancement requests, recommendations, or other feedback about the Software (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize that Feedback without restriction or obligation to you. You represent that you are entitled to grant this license.
11.5 Trademark use
Nothing in these Terms grants you the right to use the Semaphore UI name, logo, or trademarks in any manner, except as strictly necessary to describe your use of the Software (e.g., “Powered by Semaphore UI” with our prior written consent). All other trademark use requires our prior written approval.
12. Privacy and Data Processing
12.1 Privacy Policy
Your use of the Portal is subject to our Privacy Policy, available at semaphoreui.com/privacy/policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, disclose, and protect personal data submitted through the Portal.
12.2 Data on Self-Hosted Instances
All data stored within a Self-Hosted Instance — including Automation Content, Credentials, audit logs, and task execution history — resides entirely on Customer’s infrastructure. Semaphore UI does not process, access, or control such data. Customer is the data controller for all personal data processed within a Self-Hosted Instance and is solely responsible for compliance with all applicable data protection laws (including GDPR, where applicable).
12.3 Portal data
Data submitted to the Portal (account information, billing data, license activation records) is processed by Semaphore UI as described in the Privacy Policy. For customers subject to GDPR, we will execute a Data Processing Agreement upon written request.
13. Confidentiality
13.1 Confidential Information
“Confidential Information” means any non-public technical, business, financial, or operational information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation: source code, product roadmaps, pricing not publicly available, security vulnerabilities, and the terms of any Order Form.
13.2 Obligations
Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than these; and © use Confidential Information only for purposes of exercising rights or performing obligations under this Agreement.
13.3 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known to the Receiving Party before disclosure; © is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party (to the extent permitted by law) and cooperates in seeking a protective order.
13.4 Duration
Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which obligations survive indefinitely.
14. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- 14.1 THE SOFTWARE AND PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SEMAPHORE UI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.
- 14.2 SEMAPHORE UI DOES NOT warrant that the Software will meet your requirements; that operation of the Software will be uninterrupted, error-free, or secure; that defects will be corrected; or that the Software is compatible with any particular version of Ansible, Terraform, OpenTofu, or any other third-party tool.
- 14.3 SEMAPHORE UI DOES NOT warrant that executing Automation Content through the Software will produce the intended results on Customer’s infrastructure. Customer assumes all risk associated with the selection and execution of Automation Content.
- 14.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SEMAPHORE UI OR THROUGH THE SOFTWARE OR PORTAL WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In such cases, our warranties are limited to the minimum scope permitted by applicable law.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- 15.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. SEMAPHORE UI AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF DATA; LOSS OF GOODWILL; BUSINESS INTERRUPTION; INFRASTRUCTURE DAMAGE; SERVICE OUTAGES; COSTS OF SUBSTITUTE PRODUCTS OR SERVICES; OR ANY OTHER INTANGIBLE LOSSES — EVEN IF SEMAPHORE UI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 15.2 AGGREGATE CAP. SEMAPHORE UI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO SEMAPHORE UI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED US DOLLARS ($500).
- 15.3 INFRASTRUCTURE-SPECIFIC CAP. NOTWITHSTANDING THE FOREGOING, SEMAPHORE UI’S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO DAMAGE TO CUSTOMER’S INFRASTRUCTURE, DATA LOSS, OR SERVICE OUTAGES CAUSED BY THE EXECUTION OF AUTOMATION CONTENT SHALL BE ZERO, AS CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ALL AUTOMATION OUTCOMES UNDER SECTION 8.
Some jurisdictions do not allow the limitation of liability for certain types of damages. To the extent such limitations are prohibited, our liability is limited to the minimum amount permitted by applicable law.
The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Semaphore UI would not have entered into this Agreement without these limitations.
16. Indemnification
16.1 Customer indemnification
You agree to defend, indemnify, and hold harmless Semaphore UI and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with:
- your installation, configuration, or operation of any Self-Hosted Instance;
- your Automation Content or the results of executing Automation Content through the Software;
- your breach of these Terms, the Acceptable Use Policy, or any applicable law;
- your violation of any third-party rights, including intellectual property rights or data protection rights;
- any claim by a third party that your use of the Software caused damage to their infrastructure or data.
16.2 Indemnification procedure
We will: (a) promptly notify you in writing of any indemnifiable claim; (b) give you sole control of the defense and settlement of the claim (provided that you may not settle any claim without our prior written consent if the settlement imposes obligations on us); and © provide you with reasonable cooperation and information. You will not be relieved of your indemnification obligations if we fail to provide timely notice, except to the extent you are materially prejudiced by such failure.
17. Third-Party Services and Integrations
The Software integrates with third-party tools and services (Ansible, Terraform, OpenTofu, PowerShell, Git hosting providers, notification services, etc.). These third-party tools and services are subject to their own terms of service and are not governed by this Agreement. Semaphore UI is not responsible for the availability, functionality, or behavior of any third-party tool or service, and does not warrant that any integration will function as expected with any particular third-party version or configuration.
The Portal may contain links to third-party websites. We do not endorse and are not responsible for the content, privacy practices, or services of linked third-party websites. You access such websites at your own risk.
18. Updates, Support, and Service Levels
18.1 Community Edition
Updates to the Community Edition are released publicly via the GitHub repository (https://github.com/semaphoreui/semaphore). Community Edition users may seek support through community channels (GitHub Issues, Discord). Semaphore UI has no obligation to provide dedicated support to Community Edition users.
18.2 Pro and Enterprise Editions
Support obligations for Pro and Enterprise subscribers are defined in the Support Offering document available at semaphoreui.com/legal/support-offering and in the applicable Subscription Agreement. In the event of conflict, the Subscription Agreement prevails.
18.3 Version support policy
Semaphore UI supports the current major release and the immediately preceding major release. Customers are encouraged to upgrade to supported versions promptly. Semaphore UI has no obligation to provide security fixes or support for versions outside this policy.
18.4 Portal availability
We will use commercially reasonable efforts to make the Portal available 99% of the time in any calendar month, excluding scheduled maintenance windows (announced at least 48 hours in advance) and downtime resulting from circumstances beyond our reasonable control. Portal unavailability does not affect the operation of Self-Hosted Instances, which function independently.
19. Term and Termination
19.1 Term
These Terms are effective from the date you first use the Software or create a Portal account and continue until terminated as set out below.
19.2 Termination by Customer
You may terminate these Terms (and any subscription) at any time by: (a) ceasing all use of the Software and deleting all Self-Hosted Instances; (b) closing your Portal account; and © providing written notice to [email protected]. If you terminate a paid subscription before the end of the Subscription Term, fees for the remaining term are non-refundable unless otherwise required by law or stated in the Subscription Agreement.
19.3 Termination by Semaphore UI
We may suspend or terminate your access to the Portal and/or revoke your license key:
- immediately, if you materially breach these Terms and such breach is not cured within fifteen (15) days of written notice (or immediately, without a cure period, for breaches of the Acceptable Use Policy, confidentiality obligations, or payment obligations after the fifteen-day grace period under Section 10.6);
- immediately, if required by law or regulation;
- upon thirty (30) days’ written notice, for any other reason.
19.4 Effect of termination
Upon termination of this Agreement:
- all licenses granted hereunder immediately terminate;
- you must cease all use of the Pro or Enterprise Edition and destroy or delete all copies in your possession or control;
- Community Edition source code distributed under the MIT License remains available under that license;
- Portal account data will be retained for thirty (30) days following termination to allow you to download any billing records, then deleted;
- all accrued payment obligations survive termination.
19.5 Survival
The following Sections survive any termination or expiration of this Agreement: 1 (Definitions), 8 (Infrastructure and Automation Liability), 11 (Intellectual Property), 12 (Privacy), 13 (Confidentiality), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 19.4 (Effect of Termination), 20 (Dispute Resolution), and 21 (General Provisions).
20. Governing Law and Dispute Resolution
20.1 Governing law
These Terms are governed by and construed in accordance with the laws of Republic of Serbia, without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 Informal resolution
Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute informally by notifying the other party in writing of the dispute and negotiating in good faith for at least thirty (30) days from the date of such notice.
20.3 Dispute resolution
Any dispute arising out of or in connection with these Terms that cannot be resolved informally shall be submitted to the exclusive jurisdiction of the competent court in Novi Sad, Republic of Serbia. Each party irrevocably consents to the personal jurisdiction and venue of such courts.
20.4 Class action waiver
To the extent permitted by applicable law, each party waives any right to pursue disputes on a class-action basis.
21. General Provisions
21.1 Entire Agreement
These Terms, together with the Privacy Policy, the Subscription Agreement (if applicable), the Refund Policy, the Support Offering (if applicable), and any Order Form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.
21.2 Order of precedence
In the event of any conflict between the documents comprising this Agreement, the following order of precedence applies (highest to lowest): (1) Order Form; (2) Subscription Agreement; (3) these Terms of Service; (4) Privacy Policy; (5) other incorporated policies.
21.3 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
21.4 Waiver
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach shall not be deemed a waiver of any subsequent breach of the same or any other provision.
21.5 Assignment
You may not assign or transfer these Terms, in whole or in part, without our prior written consent. Any attempted assignment in violation of this Section is void. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, upon written notice to you.
21.6 Notices
Notices to Semaphore UI must be in writing and sent to [email protected]. Notices to Customer will be sent to the email address associated with your Portal account. Notices are deemed effective on the next business day after sending, for email notices.
21.7 Force majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms (except payment obligations) to the extent such delay or failure is caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, governmental actions, internet or infrastructure outages, or third-party service failures. The affected party shall notify the other party as soon as practicable and shall use commercially reasonable efforts to resume performance.
21.8 Export compliance
You represent and warrant that you are not located in a country subject to a United Nations and/or European Union and/or U.S. Government embargo or designated as a “terrorist supporting” country, and that you are not listed on any U.S. Government/UN/EU list of prohibited or restricted parties. You agree to comply with all applicable export and import control laws and regulations.
21.9 Anti-corruption
Each party represents and warrants that it has not and will not offer, promise, pay, or authorize the payment of any money or anything of value to any government official, political party, or other person in violation of any applicable anti-bribery or anti-corruption law.
21.10 Relationship of the parties
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other in any way.
21.11 Changes to the Software
We reserve the right to modify, update, or discontinue any feature of the Software or Portal at any time. For paid subscribers, we will not remove material features of the Pro or Enterprise Edition during an active Subscription Term without providing reasonable advance notice and a reasonable substitute or migration path.
21.12 Feedback and suggestions
Submission of Feedback (as defined in Section 11.4) is voluntary. We are not obligated to use any Feedback and have no obligation of confidentiality with respect to Feedback unless separately agreed in writing.
21.13 Contact
Questions about these Terms should be directed to:
- Semaphore UI – Legal
- Email: [email protected]
- Website: semaphoreui.com/legal