Last Updated: May 28, 2026
Directus Self-Hosted Open Innovation Grant License Agreement
1. Agreement: Overview
1.1 Agreement
This Directus Self-Hosted License Agreement between Grantee and Directus governs Grantee’s access to and use of the Directus Solution and includes Exhibit 1 (Additional Definitions) (collectively, the “Agreement”). This Agreement grants Grantee a limited license to use the Directus Solution pursuant to an Open Innovation Grant (as described in this Agreement) and is accepted by Grantee through Grantee's access to or use of the Directus Solution.
1.2 Overview
Pursuant to this Agreement, Directus provides a software solution to manage backend applications and SQL database content for Grantee’s Projects. The specific Software provided by Directus to Grantee is described in this Agreement and the Documentation.
2. License Grants
License Grants
Subject to this Agreement, Directus grants Grantee a limited, non-exclusive, non-sublicensable, non-transferable license during the Term for Grantee and its Users to: (a) install and use the Software and Documentation solely for Grantee’s internal business purposes, (b) make reasonable copies of the Documentation for backup/disaster recovery, and (c) modify the Software source code, if provided, solely to develop and use bug fixes, customizations, and additional features for Grantee’s internal business purposes (“Grantee Modifications”). Grantee may not commercially distribute, sublicense, or make the Directus Solution or Grantee Modifications available to any third party except as expressly permitted by this Agreement.
Open Innovation Grant Conditions
The Open Innovation Grant is conditioned on Grantee’s ongoing compliance with this Agreement and the requirements below, and Directus may suspend or revoke the grant if Grantee is no longer eligible or violates these requirements.
Telemetry/Analytics
Telemetry/Analytics. Grantee consents to Directus’ collection and use of telemetry and analytics relating to Grantee’s use of the Directus Solution and agrees it will not disable, block, or opt out of such telemetry/analytics.
Eligibility
Grantee represents and warrants that it meets and will continue to meet the eligibility requirements for the Open Innovation Grant, including that: (i) Grantee’s annual revenue is less than $5,000,000; (ii) Grantee has fewer than 50 employees; and (iii) Grantee is the end user of the Directus Solution and is not reselling the Directus Solution or building on top of it to provide products or services for third parties.
Annual Expiration: Review
Open Innovation Grant licenses expire annually and are subject to periodic eligibility reviews by Directus. Grantee agrees to provide information reasonably requested by Directus to confirm eligibility, and annual renewal serves as a checkpoint for such assessment.
License Key Revocation: Suspension Messaging
Directus may revoke, suspend, or disable any License Key at any time, including for false or inaccurate eligibility information, abuse of the grant, or expiration/non-renewal. Any in-product suspension or expiry messaging may be presented in a generic manner covering expiration, revocation, and abuse scenarios.
No Offline Mode
The Open Innovation Grant does not include any entitlement to offline mode functionality, features, or use rights.
Cloud Hosting
If Grantee elects to use Directus cloud hosting, Grantee must pay the applicable fees on Directus’ then-current pricing page; the Open Innovation Grant does not cover hosting/infrastructure costs.
Support
The Open Innovation Grant does not include support. Any support or professional services will be provided only under a separate written agreement signed by both Parties.
Delivery and Installation
Directus will make the Software and Documentation available electronically. Grantee is responsible for installation and operation of the Software in Grantee’s environment (except as may otherwise be provided by Directus if Grantee elects to use Directus cloud hosting as contemplated by Section 2.3(f)).
Restrictions
Except as expressly permitted in the License Grants, Grantee will not, and will not permit any third party to: (a) commercially sublicense, distribute, sell, rent, or lease the Directus Solution or Grantee Modifications to any third party; (b) use the Directus Solution or Grantee Modifications in a Competing Use (i.e., making the Software available to others in a commercial product or service that is primarily intended to compete with Directus’ commercial offerings of the Software itself), provided that hosting, deploying, or providing access to the Software as-is or with modifications for or on behalf of Grantee (or another licensee) is not, by itself, a Competing Use; (c) perform or publicly disclose benchmarks or stress tests (Grantee may conduct internal comparisons); or (d) use the Directus Solution in violation of applicable law.
3. Grantee Content: Personal Data
Grantee Content
Grantee is solely responsible for Grantee Content (including obtaining any required consents and authorizations) and for Grantee’s configuration and use of the Directus Solution with Grantee Content.
Personal Data
To the extent Directus processes Grantee Personal Data, Directus will comply with applicable data privacy laws and will not sell Grantee Personal Data. Directus may process Grantee Personal Data only to provide the Directus Solution, for account administration, security, and operating the telemetry/analytics described in this Agreement, and as otherwise permitted by applicable law.
4. Proprietary Rights, Additional License Grants, Obligations and Restrictions
Proprietary Rights
The Directus Solution (including any Updates and Upgrades) and all Intellectual Property Rights therein are owned by Directus. As between the Parties, Grantee owns Grantee Modifications and any other materials created by or for Grantee, subject to Directus’ ownership of the Directus Solution and any Directus materials incorporated therein. To the extent Grantee submits any Grantee Modifications or other materials to Directus for inclusion in, or use with, any Directus project or the Directus Solution, Grantee hereby grants to Directus and the recipients of software distributed or made available by Directus a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, make available, and distribute such submitted materials and derivative works thereof, and to sublicense these rights through multiple tiers of sublicensees. Except for the limited licenses expressly granted in this Agreement, Directus reserves all rights in the Directus Solution.
As between the Parties, Grantee owns Grantee Content. Directus may access and process Grantee Content solely to provide the Directus Solution and as otherwise permitted by this Agreement. Directus is not responsible for.
Trademarks
Directus owns all right, title and interest in and to the Directus Marks and any goodwill arising out of the use of the Directus Marks will remain with and belong to Directus. Grantee may not copy, imitate or use the Directus Marks without the prior written consent of Directus. Grantee shall not remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the Directus Solution. Grantee will not in any way dispute, challenge or contend the validity of the Directus Marks or any trademark, service mark or copyright registration owned by Directus.
5. Term and Termination
Term
This Agreement starts on the date Grantee first accesses or uses the Directus Solution (the "Effective Date") and continues until terminated in accordance with this Agreement. The Open Innovation Grant eligibility may be reviewed from time to time (including annually), and Directus may suspend or revoke the Open Innovation Grant as stated in this Agreement.
Effect of Termination
In General. In the event of any termination or expiration of this Agreement: (i) all of Grantee's rights under this Agreement will immediately terminate, (ii) the licenses granted in this Agreement will terminate, and (iii) all Users will immediately cease any access or use of the Directus Solution.
Survival
Provisions that by their nature are intended to survive will survive termination or expiration, including Section 7 (Grantee PII), warranty disclaimers, limitations of liability, and the Miscellaneous section.
6. Additional Grantee Obligations
System Requirements
Grantee is solely responsible for ensuring that its systems meet the hardware, software and other system requirements for the Software specified in the Documentation. Directus has no control over and no responsibility for Grantee’s systems.
Third Party Services
The Software may enable Grantee to link to, or otherwise access, Third Party Services and to transfer Grantee Content from the Software to Third Party Services. Directus has no control over and no responsibility for: (a) Third Party Services or (b) Grantee Content transferred to Third Party Services. Grantee is solely responsible for its access and use of Third Party Services, including the transfer of Grantee Content to Third Party Services. If Grantee causes the Software to access Third Party Services, then Grantee must ensure that this access is authorized by the terms of service of the Third Party Service.
7. Confidential Information
Grantee PII
“Grantee PII” means Grantee Personal Data (as defined in Exhibit 1) and other personally identifiable information contained in Grantee Content that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked (directly or indirectly) with an identified or identifiable natural person.
Directus Obligations
Directus will (a) use Grantee PII only to provide the Directus Solution, for account administration, security, and operating the telemetry/analytics described in this Agreement, and as otherwise permitted by applicable law; (b) maintain reasonable safeguards designed to protect Grantee PII against unauthorized access, use, or disclosure; and (c) notify Grantee without undue delay after becoming aware of unauthorized access to Grantee PII in Directus’ possession or control.
Permitted Disclosures
Directus may disclose Grantee PII to the extent required by law or valid legal process, provided that (to the extent legally permitted) Directus gives Grantee prompt written notice and reasonably cooperates, at Grantee’s expense, with Grantee’s efforts to seek a protective order or other appropriate remedy.
8. Warranty Disclaimer
Mutual Warranties
Each Party hereby represents and warrants to the other Party that (a) it has the full right, power, and authority to enter into this Agreement, and (b) this Agreement is a valid and binding obligation of such Party and enforceable against such Party in accordance with its terms.
NO DIRECTUS WARRANTIES
THE DIRECTUS SOLUTION, DOCUMENTATION, AND ANY UPDATES AND UPGRADES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. IN NO EVENT WILL Directus HAVE ANY LIABILITY TO GRANTEE ARISING OUT OF OR RELATED TO THE DIRECTUS SOLUTION, INCLUDING INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF DIRECTUS HAS BEEN INFORMED OF THEIR POSSIBILITY IN ADVANCE.
Disclaimers
Directus does not warrant that the Directus Solution is free from bugs, errors, defects or deficiencies. DIRECTUS IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SOFTWARE THAT ARISE FROM CLIENT CONTENT, CLIENT MODIFICATIONS OR THIRD PARTY SERVICES. CLIENT ACKNOWLEDGES THAT THE DISCLAIMERS IN THIS SECTION 8 ARE A MATERIAL PART OF THIS AGREEMENT, AND DIRECTUS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH DISCLAIMERS.
9. Limitations of Liability
EXCEPT FOR DIRECTUS’ BREACH OF SECTION 7 (CLIENT PII) OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS), REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DIRECTUS’ BREACH OF SECTION 7 (CLIENT PII) OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
10. Disputes
Informal Dispute Resolution
If a dispute arises between the Parties, then the Parties will use reasonable efforts to resolve the dispute through negotiation. If such negotiations result in an agreement in principle to settle the dispute, the Parties shall cause a written settlement agreement to be prepared, signed and dated, whereupon the dispute shall be deemed settled, and not subject to further dispute resolution.
Unresolved Disputes: Waiver of Jury Trial
Upon the Parties’ mutual written agreement, any dispute under this Agreement may be submitted for resolution to mediation to occur at a mutually agreed upon location. The Parties reserve all rights to adjudicate any dispute not submitted to mediation hereunder, in any court of competent jurisdiction located in New York, New York, USA; provided, however, that each Party hereby waives the right to a trial by jury in any such action.
Exception for Injunctive Relief
The Parties acknowledge that any breach of Section 7 (Confidentiality; Grantee PII) or the unauthorized use of a Party’s intellectual property may result in serious and irreparable injury to the aggrieved Party for which damages may not adequately compensate the aggrieved Party. The Parties agree, therefore, that, in addition to the dispute resolution process described above and any other remedy that the aggrieved Party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.
11. Miscellaneous
Logo Use
Directus may use Grantee’s name and logo in listings of Directus’ customers on any website owned or operated by Directus and in other public statements or disclosures for the purposes of marketing the Directus Solution. Grantee may request that Directus cease or modify any use of Grantee’s name or logo that is misleading or tends to dilute Grantee’s brand.
Export
The Directus Solution and related technology are subject to applicable United States export laws and regulations. Grantee must comply with all applicable United States and international export laws and regulations with respect to the Directus Solution and related technology. Without limitation, Grantee may not export, re-export or otherwise transfer the Directus Solution or related technology, without a United States government license: (a) to any person or entity on any United States export control list, (b) to any country subject to United States sanctions, or (c) for any prohibited end use.
Sanctions Screening
Directus will screen Grantee against applicable sanctioned or restricted party lists (including the United States Treasury Department’s list of Specially Designated Nationals and Blocked Persons, the United States Department of Commerce’s Denied Persons List and Entity List, and any other applicable United States sanctions or export control lists) in connection with onboarding and from time to time during the Term. Grantee will, upon Directus’ reasonable request, promptly provide information reasonably necessary to complete such screening.
Independent Contractors
Each Party is an independent contractor and not a partner or agent of the other. This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.
No Third Party Beneficiaries
This Agreement does not create any third party beneficiary rights in any individual or entity that is not a Party to this Agreement.
Assignment
Except as set forth in this Subsection, neither Party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other Party's prior written consent. Either Party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate, or (ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by any permitted assignee.
Applicable Law
This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, U.S.A., without regard to conflicts of law principles. In such case, the sole and exclusive personal jurisdiction and venue for any legal proceedings in connection with this Agreement shall be in the New York State Courts located in New York, New York and the U.S. District Court for the Southern District of New York. The Parties waive any objections related to such jurisdictions and venues. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement.
Notice
Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other notices required by this Agreement will be in writing and given by personal delivery, by pre-paid first class mail or by overnight courier to Directus at its address stated above and to Grantee at the address associated with Grantee's account or otherwise provided by Grantee to Directus (or such other address as may be specified in writing in accordance with this Subsection).
Additional Definitions. See Exhibit 1.
Entire Agreement. This Agreement, including any attachments and exhibits constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) this Agreement and (ii) the Documentation. No modification, amendment, or waiver of any provision of this Agreement will be effective unless it exists in writing and is signed by the Party against whom the modification, amendment, or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
ACCEPTANCE
GRANTEE ACCEPTS AND AGREES TO THIS AGREEMENT BY ACCESSING OR USING THE DIRECTUS SOLUTION (INCLUDING BY INSTALLING THE SOFTWARE, USING ANY LICENSE KEY, OR OTHERWISE CONTINUING TO USE THE DIRECTUS SOLUTION AFTER THIS AGREEMENT IS MADE AVAILABLE TO GRANTEE
Exhibit 1: Additional Definitions
“Competing Use” means making the Directus Solution available to any party (on a stand-alone basis or together with your products or services) that competes with the Directus’ commercial offerings of the Directus Solution itself, where Grantee imposes a license fee, royalty, or other charge for exercise of any rights to the Directus Solution.
“Grantee Content” means any software, applications, text, images, audio, video, and other data (including Personal Data and Third Party Content) that Grantee inputs into or runs on the Software.
“Directus Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Directus.
“Directus Solution” means the Software and the Documentation.
“Documentation” means the documentation describing the Software accompanying the Software.
“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search).
“License Key” means a data token provided by Directus associated with Grantee’s instance of the Software, and which enables use of the licensed functionality of the Software for a specific period of time.
“Party” means Directus or Grantee.
“Personal Data” means any information provided by Grantee to Directus used to identify a specific natural person, either alone or when combined with other information that is linkable by Directus to a specific natural person. Personal Data also includes other information provided by Grantee to Directus about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.
“Project” means a URL associated with a specific Grantee project, for example directus.clientname-project1.com.
“Software” means the Directus proprietary software provided by Directus to Grantee under this Agreement and any Updates and Upgrades to the Software.
“Third Party Content” means third party content and information available to Grantee through Third Party Services.
“Third Party Services” means third party websites, platforms, applications, products or services such as, for example, Facebook® or YouTube®.
“User” means Grantee’s current employees, independent contractors, agents and consultants who are authorized or permitted by Grantee to access and use the Software on behalf of Grantee; provided that each individual is not: (a) a resident of any country subject to a United States embargo or other similar United States export restrictions, (b) on the United States Treasury Department’s list of Specially Designated Nationals, (c) on the United States Department of Commerce’s Denied Persons List or Entity List, or (d) on any other United States export control list.
