Last Updated: August 28, 2026
Directus Open Innovation Grant Software License Agreement [Software Version 12.0.0 and subsequent]
Grantee’s use of the Directus Solution will be governed by the Directus Open Innovation Grant Software License Agreement displayed below.
PLEASE READ THIS DIRECTUS OPEN INNOVATION GRANT SOFTWARE LICENSE AGREEMENT CAREFULLY. IT IS A BINDING CONTRACT FOR THE USE OF THE DIRECTUS SOLUTION. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS DIRECTUS OPEN INNOVATION GRANT SOFTWARE LICENSE AGREEMENT THEN DO NOT ACCESS OR USE THE DIRECTUS SOLUTION.
This Directus Open Innovation Grant Software License Agreement is entered into by Monospace, Inc., dba Directus, a Delaware corporation with offices at 223 Bedford Avenue, Suite A 855, Brooklyn, New York 11211 (“Directus”) and the Grantee identified during the account registration process.
1. Overview
The Directus Software provides a headless content management system for products, applications and websites, which manages backend applications and SQL database content. Pursuant to this Agreement, Directus licenses version 12.0.0 and higher of the Software to qualifying individuals and small businesses, free of charge. To qualify for this free license an individual must use the Directus software solution to manage content for Projects owned and controlled only by that individual. To qualify for this free license a small business (whether for-profit or non-profit) must have less than USD$5,000,000 in annual gross revenue and fewer than fifty full-time and part-time employees. A qualifying small business is permitted to manage content for Projects owned by the small business itself, or owned by customers of the small business. For example, a qualifying small business includes a qualifying advertising agency managing many Projects owned by the agency’s many customers. In this Agreement, we refer to a qualifying individual or qualifying small business as a “Grantee.”
2. License Grants
2.1 License Grants
Subject to the terms and conditions of this Agreement, Directus grants Grantee a limited, non-exclusive, non-sublicensable, non-transferable license during the Term to, and to permit its Users to: (a) install and use the Software and use the Documentation for Grantee’s business purposes, (b) make reasonable copies of the Documentation for backup/disaster recovery, (c) modify the Software source code, if provided, solely to develop and use bug fixes, customizations, and additional features (“Grantee Modifications”) and (d) use the Grantee Modifications for for Grantee’s business purposes. These license grants at subsections (a) – (d) are referred to collectively as the “Open Innovation Grant.”
2.2 License Key
Grantee acknowledges that use of the Software requires a License Key which limits the use of the Software to the licensed functional scope and period. The License Key is designed to expire if this Agreement is terminated, at which point the Software will no longer function.
2.3 Cloud Hosting
If Grantee hosts the Software in Grantee’s environment then Grantee is responsible for installation and operation of the Software in Grantee’s environment. If Grantee desires to purchase cloud hosting services from Directus, then Grantee must enter into a separate agreement with Directus and pay the applicable cloud hosting fees to Directus. Directus does not provide cloud hosting services for the Software under this Agreement.
2.4 No Support
Directus does not provide informational or technical support services for the Software under this Agreement. If Grantee requires support services or other professional services for the Software then the parties will enter into a separate services agreement.
2.5 Delivery and Installation
Directus will make the Software and Documentation available electronically.
2.6 Restrictions
Grantee may not use the Directus Solution or Grantee Modifications in any manner or for any purpose other than as expressly permitted by this Agreement. Grantee shall not, and shall not permit or enable any third party to: (a) sublicense, distribute or otherwise grant access to or transfer the Directus Solution or Grantee Modifications to any third party (except as permitted in the Subsection entitled Assignment), (b) alter, create derivative works of or otherwise modify the Directus Solution, except as expressly permitted under Section 2.1(c), (d) perform or disclose the results of stress tests or benchmarking testing of the Directus Solution, provided that Grantee may compare the Directus Solution to other products for its internal purposes, (e) use the Directus Solution to publish harassing materials, promote hatred or violate applicable laws, or (f) use the Directus Solution or Grantee Modifications to build a competitive product or service.
3. Grantee Applications; Grantee Content
3.1 Grantee Applications
Directus acknowledges that the Software manages the functionality of backend applications, including the functionality of Grantee’s Applications. Grantee is solely responsible for Grantee’s Applications and for Grantee’s configuration and use of the Software with Grantee’s Applications. Access to and use of Grantee’s Applications is not governed by this Agreement.
3.2 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 Software with Grantee Content. 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 Content, including Grantee Personal Data, only to provide the Directus Solution to Grantee and for account administration purposes.
3.3 Telemetry and Analytics Data
Grantee consents to Directus’ collection and use of telemetry and analytics data relating to Grantee’s use of the Software. Grantee shall not not disable, block, or opt-out of this collection and use of telemetry and analytics data.
4. Proprietary Rights, Additional License Grants, Obligations and Restrictions
4.1 Proprietary Rights
(a) The Directus Solution and Grantee Modifications are the exclusive property of Directus and constitute valuable intellectual property and proprietary materials of Directus. Subject to the limited rights expressly granted in this Agreement, Directus reserves all right, title and interest in and to the Directus Solution and Grantee Modifications and all derivative works thereof, including all Intellectual Property Rights. No rights are granted to Grantee except as expressly set forth in this Agreement.
(b) As between the Parties, the Grantee Content is the exclusive property of Grantee and constitutes valuable intellectual property and proprietary materials of Grantee. Subject to the limited rights expressly granted in this Agreement, Grantee reserves all right, title and interest in and to the Grantee Content, including all Intellectual Property Rights. No rights are granted to Directus except as expressly set forth in this Agreement. Directus is not responsible for the materials included in the Grantee Content and has no obligation to review the Grantee Content.
4.2 Feedback
Grantee hereby grants to Directus a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, license to use and incorporate into the Software suggestions, comments, improvements, ideas or other feedback or materials provided by Grantee (the “Feedback”). Directus will exclusively own any improvements or modifications to the Software based on or derived from any Feedback including all Intellectual Property Rights in and to the improvements and modifications.
4.3 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
5.1 Term
This Agreement starts on the date Grantee first accesses the Directus Solution (the “Effective Date”) and continues until terminated in accordance with this Agreement.
5.2 Termination for Convenience
Grantee may terminate this Agreement for convenience by providing notice of termination to Directus, using the email address provided by Directus on the grant application web page.
5.3 Termination for Cause
If Grantee materially breaches any term of this Agreement and fails to cure such breach within ten (10) days after notice by Directus to the email address associated with Grantee’s account, then Directus may terminate this Agreement.
5.4 Effect of Termination
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 license key will terminate, (iii) all licenses granted in this Agreement will terminate, and (iv) all Users will immediately cease any access or use of the Directus Solution. Provisions that by their nature are intended to survive will survive termination or expiration.
6. Additional Grantee Obligations
6.1 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.
6.2 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
7.1 Definition
“Confidential Information” means any information or data disclosed under this Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified by Discloser as confidential at the time of disclosure and confirmed in writing to Recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by Recipient to be confidential. Directus pricing is presumed Directus Confidential Information. Grantee Content and Grantee Personal Data are presumed Grantee Confidential Information.
7.2 Exclusions
Confidential Information does not include any portion of the information or data that Recipient can prove (a) is now or subsequently becomes generally available without violation of this Agreement; (b) Recipient rightfully had in its possession prior to disclosure without an obligation of confidentiality; or (c) Recipient independently developed without the use of any Confidential Information.
7.3 Limited Use and Non-Disclosure
Recipient will (a) use Confidential Information solely to fulfill its obligations under this Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, consultants, and agents who (i) have a need to know it in order to carry out its obligations under this Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this Agreement.
7.4 Compelled Disclosures
Recipient may disclose Confidential Information if required by law or legal proceeding only after providing Discloser with sufficient prior notice for Discloser to contest such requirement or to otherwise protect against its disclosure.
8. Warranty; Disclaimer
8.1 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.
8.2 Grantee Warranties
Grantee represents and warrants to Directus during the Term that the account registration information Grantee has provided to Directus is accurate and complete. If Grantee is a for-profit or non-profit small business then Grantee further represents and warrants to Directus during the Term that it meets the following eligibility requirements: (i) Grantee’s annual gross revenue is less than USD$5,000,000 and (ii) Grantee has fewer than 50 full-time and part-time employees.
8.3 DISCLAIMERS
THE DIRECTUS SOLUTION IS PROVIDED “AS IS.” EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, DIRECTUS MAKES NO WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. DAMAGES, EVEN IF DIRECTUS HAS BEEN INFORMED OF THEIR POSSIBILITY IN ADVANCE.
9. Limitations of Liability
EXCEPT FOR 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 VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S TOTAL, AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
10. Disputes
10.1 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.
10.2 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.
10.3 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
11.1 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.
11.2 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.
11.3 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.
11.4 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.
11.5 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. Directus 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.
11.6 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.
11.7 Notice
Any notices required by this Agreement may be conducted by email to Directus using the email address provided by Directus on the grant application web page, and to Grantee at the email address associated with Grantee’s account.
11.8 Additional Definitions
See Exhibit 1.
11.9 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. 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.
Exhibit 1: Additional Definitions
“Annual Gross Revenue” means the total gross revenues received by Grantee during its most recently completed fiscal year, determined in accordance with generally accepted accounting principles consistently applied. Where Grantee is one of a group of entities under common control, Annual Gross Revenue is measured on a consolidated basis across that group.
“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.
“Grantee” is defined in Section 1 of the Agreement.
“Grantee Application*” means a product, application, website or service developed or operated by Grantee that uses the Software as a backend, data layer or content source and which permits users of the Grantee Application to interact with data or functionality without logging into or otherwise directly accessing the Software.
“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.
“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 to Grantee, associated with Grantee’s instance of the Software, and which enables use of the licensed functionality of the Software during the Term of this Agreement.
“Open Innovation Grant” is defined in Section 1 of the Agreement.
“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 managed using the Software, for example directus.clientname-project1.com.
“Software” means version 12.0.0 and higher of Directus’ proprietary software known as “Directus”, including any updates and upgrades to version 12.0.0 of the software, and higher versions of the software, which Directus makes generally commercially available from time to time.
“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 full-time and part-time employees who are authorized or permitted by Grantee to directly log in to Grantee’s instance of the Software and access and use Grantee’s instance of 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. There is no limit to the number of persons whom Grantee may authorize as Users.
V 2026.08
