Heathen License Agreement & Terms of Service #
Plain-English summary #
Heathen sells a perpetual, organization-wide license — not a subscription to the software itself, and not a per-seat license.
- One license covers your whole organization. Whether you’re a solo developer or a studio of fifty, one purchase licenses the entity, not individual developers. Your employees and contractors are covered under the same license — you don’t buy additional seats as your team grows.
- You own it forever. There is no expiry date on your right to use the version(s) you’ve received. This isn’t a promise sitting outside the contract — Section 3 below states it as a binding term: the license has no fixed duration and continues indefinitely unless you breach this Agreement.
- The recurring payment is for ongoing access, not the software. What lapses if you stop paying is access to the live source repository, future updates, and priority support — not your right to use what you’ve already downloaded.
- This is not SaaS. You are not renting the software. Cancel anytime; keep everything you have.
1. Parties and Scope #
1.1 This Heathen License Agreement and Terms of Service (“Agreement“) is a legally binding agreement between Heathen Engineering Limited, an Irish-registered corporation, registration #556277 (“Heathen“), and any individual, organization, or single entity that acquires a license to Licensed Technology (“you” / “END-USER“).
1.2 This Agreement applies regardless of the specific channel through which you acquired your license, including but not limited to:
- Directly from Heathen via heathen.group or an invoiced transaction;
- Through Heathen’s own Forgejo-hosted git repositories, where access is granted under this Agreement;
- Through any marketplace or storefront where Heathen publishes its Licensed Technology (such as, but not limited to, the Unity Asset Store or Unreal Marketplace) — where such a marketplace’s own terms apply in addition to this Agreement, not in place of it, this Agreement does not supersede or invalidate those terms;
- By separate direct contract or written agreement with Heathen.
1.3 This Agreement does not apply to, and does not affect, any separate license terms imposed by a third-party marketplace on Licensed Technology distributed through that marketplace, except as described in 1.2.
2. Definitions #
“Licensed Technology” means any software development kit, plugin, package, tool, source code, or digital asset authored and published by Heathen, including but not limited to Heathen GameplayTags, Heathen Steamworks, Heathen Lexicon, Heathen Attribute Tag Engine, Heathen Game Framework, and Heathen DataLens, across any supported engine (Unity, Unreal Engine, O3DE, Godot) or as a standalone package — together with any associated documentation, updates, and modifications to the foregoing that Heathen makes available to you under this Agreement. “Licensed Technology” does not include any third-party software, engine, or asset merely used alongside it.
“Content” means any non-software creative work Heathen publishes under the same terms as Licensed Technology (documentation, sample data, art, or similar assets), where the context of this Agreement does not otherwise limit a term to software specifically.
“Product” means any software application, game, tool, or other work that you develop, in whole or in part, using the Licensed Technology.
“Assembly” means a compiled output made using the Licensed Technology that does not include, as part of the distributed output, any source code for which Heathen holds copyright — also known as a “binary,” “executable,” “dynamically linked library,” or “compiled” output.
“Source” means the human-readable source code of the Licensed Technology, as distinct from an Assembly.
“Licensee” means any END-USER who holds a valid license to the same Licensed Technology under this Agreement.
3. License Grant #
3.1 Subject to your compliance with this Agreement, Heathen grants you a non-exclusive, non-transferable, non-sub-licensable (except as expressly permitted in Section 4) license to use, reproduce, display, perform, and modify the Licensed Technology for any lawful purpose, including the development and Distribution of Products. Heathen reserves all rights not expressly granted to you under this Agreement.
3.2 Duration. This Agreement does not specify a fixed term because none is intended: the license granted in this Section continues indefinitely and is not conditioned on any ongoing payment. It terminates only as set out in Section 9 (Termination). Ending a recurring payment arrangement under Section 5 does not, by itself, terminate this license or your right to use Licensed Technology you have already lawfully received.
3.3 Scope of grant. This license is granted per END-USER entity, not per individual — your employees and contractors may use the Licensed Technology on your behalf within the scope of Section 4, without a separate license being required for each of them.
4. Distribution Terms #
4.1 Assembly — You may Distribute Assemblies to any party.
4.2 Licensees — You may Distribute Source (including as modified by you under this Agreement) to a Licensee who holds rights under their own license to the same version of that Source.
4.3 Employees and Contractors — You may also Distribute Source to your employee or contractor who does not independently hold a license to that content, solely to permit them, in good faith, to develop a Product on your behalf for Distribution by you under this Agreement.
4.4 Limitations — Except as permitted in 4.1–4.3, you may not distribute Source, in whole or in part, to any other party. You may not sub-license the Licensed Technology in Source format. You may not sub-license the Licensed Technology in Assembly format, or any Content copyright held by Heathen, except to grant end users of your own Product the ability to use it, or to permit your own publishers, distributors, or business partners to market and distribute a Product you distribute under this Agreement.
5. Purchase, Delivery, and Right of Withdrawal #
5.1 Access to the live source repository is delivered electronically, immediately upon successful payment. You are purchasing an organization-wide license plus first-time access to that repository and its future updates — not a physical or re-deliverable good.
5.2 EU statutory withdrawal right. If you are a consumer within the EU, you ordinarily have a 14-day right to withdraw from an online purchase. Because access to Licensed Technology is delivered immediately as digital content, that right can only be waived with your prior express consent and explicit acknowledgment that you lose it — this Agreement does not attempt to override that right by policy statement alone.
5.3 At checkout, you are asked to separately confirm:
“I understand that access to the purchased files begins immediately upon payment, and I expressly consent to this. I acknowledge that by doing so, I lose my 14-day right of withdrawal for this digital content, per EU consumer law.”
This consent is recorded, and Heathen sends you written confirmation of it by email at the time of purchase, satisfying the durable-medium confirmation requirement under EU consumer law. Absent this consent, or as required by law where this consent is not effective, standard statutory withdrawal rights apply.
5.4 Except as required by applicable law, sales are final: Heathen does not offer refunds for unused subscription time, banked/remaining access days, or change-of-mind cancellations.
6. Support and Continued Access #
6.1 Heathen has no support obligation with respect to Licensed Technology under this Agreement alone. Where you hold an active recurring access arrangement, Heathen additionally provides: access to the live source repository and its updates, issue tracking, and priority support, for as long as that arrangement remains active.
6.2 If a recurring access arrangement ends (by cancellation, lapse, or non-payment), you retain your license under Section 3 and your right to use Licensed Technology already lawfully in your possession. What ends is: access to the live repository, future updates, and priority support.
7. Disclaimer of Warranties #
7.1 You expressly understand and agree that your use of the Licensed Technology and/or any Content is at your sole risk, and that Heathen provides it “AS IS” and “AS AVAILABLE,” without warranty of any kind, to the maximum extent permitted by applicable law. Heathen, its subsidiaries, affiliates, licensors, and partners do not represent or warrant that:
(a) your use of the Licensed Technology or Content will meet your requirements; (b) your use will be uninterrupted, timely, secure, or free from error; (c) any information obtained through your use will be accurate or reliable; and/or (d) defects in the Licensed Technology or Content will be corrected.
7.2 Your use of Licensed Technology or Content is at your own risk, and you are solely responsible for any damage to your systems or loss of data resulting from that use.
7.3 To the maximum extent permitted by law, Heathen disclaims all warranties, terms, or conditions, express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.
7.4 Licensed Technology and Content are not intended for use in nuclear facilities, life support systems, emergency communications, aircraft navigation or communication systems, air traffic control, or any activity where failure could lead to death, personal injury, or physical or environmental damage.
8. Limitation of Liability #
8.1 Heathen’s total liability to you, under any theory of liability, is limited to the amounts you paid to Heathen in the six months preceding the claim. Heathen is not liable for any special, incidental, exemplary, punitive, or consequential damages, including loss of data, business, profits, or ability to execute, or the cost of procuring substitute products, whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, even if Heathen has been advised of the possibility of such loss. These limitations survive even if a limited remedy in this Agreement fails of its essential purpose.
8.2 Heathen is not liable for loss or damage arising from: (a) reliance on the completeness or accuracy of any advertising, or any transaction between you and a third party; (b) changes Heathen makes to the Licensed Technology or its distribution, or any cessation of its provision; (c) deletion, corruption, or failure to store content or communications; and/or (d) your failure to provide accurate account information.
8.3 Nothing in this Agreement excludes liability for: (a) death or personal injury caused by negligence; (b) fraudulent misrepresentation; and/or (c) any other liability that cannot be limited by applicable law.
9. Termination #
9.1 This Agreement and the license it grants terminate automatically, without notice, if you materially breach this Agreement — including, without limitation, knowingly distributing, sublicensing, or reselling Licensed Technology to a party not licensed to receive it, or violating Section 10 (AI restrictions).
9.2 On termination, you must immediately cease all use and Distribution of the Licensed Technology and destroy all copies in your possession, except for Assemblies already lawfully distributed to end users prior to termination.
9.3 Termination does not limit any other right or remedy available to Heathen, including injunctive relief and damages.
9.4 Sections 5.4, 7, 8, 9.2–9.4, and 11 survive termination of this Agreement.
10. AI and Automated System Restrictions #
10.1 Definition. “AI” means any artificial intelligence, machine learning, neural network, large language model (LLM), generative model, or similar automated system, regardless of specific technical implementation.
10.2 Intent. This section exists to prevent two distinct risks: (a) Source being disclosed, directly or via an AI system’s own retention or training pipeline, to any party not licensed under this Agreement; and (b) any use of an AI system, however sophisticated, as a means of evading the license, distribution, or sub-licensing restrictions in Sections 3 and 4. Whether an AI system is privately hosted or a third-party/cloud service is not, by itself, the deciding factor — what matters is whether that risk actually exists in how the system is configured and operated.
10.3 Permitted use. You may use the Licensed Technology or Content with any AI system, including a third-party or cloud-hosted service (such as, but not limited to, a comparable coding assistant), provided that, for that specific use, the AI service is configured — both contractually (e.g., under the provider’s enterprise/business terms or a zero-retention agreement) and technically — such that:
(a) the provider does not retain the Licensed Technology, Content, or any inputs/outputs derived from them beyond what is strictly necessary to render the immediate service to you;
(b) the provider does not use those inputs or outputs to train, fine-tune, evaluate, or otherwise improve any AI model, for that provider or any third party;
(c) the provider does not grant any third party — including its own personnel, beyond the minimum needed to operate the service — access to those inputs, outputs, or any log of them, for training or any other purpose; and
(d) access to the AI system and any output it produces remains limited to your own licensed employees and contractors as described in Section 4.
10.4 Prohibited use. Any use of the Licensed Technology or Content with an AI system that does not meet all of 10.3(a)-(d) is prohibited — this includes, without limitation, consumer-tier or free-tier AI services (such as free-tier ChatGPT or GitHub Copilot Individual) that do not offer or contractually commit to the guarantees in 10.3, regardless of whether you believe your own use of them is otherwise reasonable.
10.5 Anti-circumvention (“AI clean-rooming”). Regardless of whether a given use otherwise satisfies 10.3, you may not use any AI system to reproduce, reconstruct, reverse-engineer, paraphrase, or generate an independent reimplementation of the Licensed Technology for the purpose of evading, avoiding, or circumventing this Agreement’s license, distribution, or sub-licensing restrictions — including so-called “AI clean-room” techniques, where an AI system is exposed to Source and used to produce an ostensibly independent rewrite, with the intent of treating that rewrite as not being Source under this Agreement. Any output produced through such a process is deemed Source under Section 4 regardless of the technical means used to produce it, and its distribution or sub-licensing is governed accordingly.
10.6 AI-generated output. Any AI output that contains, reflects, or derives from Licensed Technology remains the property of Heathen and is subject to the same Source distribution restrictions as Section 4.
10.7 Breach. Violating this section — including unauthorized disclosure of Source to an AI system not meeting 10.3, or any attempt at circumvention under 10.5 — is a material breach under Section 9, and entitles Heathen to terminate your license and seek injunctive relief and damages.
11. General #
11.1 Governing law. This Agreement is governed by the laws of Ireland, without regard to conflict-of-law principles. The courts of Ireland have exclusive jurisdiction over any dispute arising from this Agreement, except where applicable consumer-protection law entitles you to bring a claim in your own country of residence.
11.2 Entire agreement. This Agreement, together with any order confirmation or invoice issued to you, is the entire agreement between you and Heathen regarding the Licensed Technology, and supersedes any prior agreement on the same subject.
11.3 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision is replaced with one that most closely reflects its original intent.
11.4 Changes. Heathen may update this Agreement from time to time; changes apply prospectively and do not reduce the rights already granted to you under a version of this Agreement in effect at the time you acquired your license.
License Agreement & Terms of Service, Heathen Engineering Limited, an Irish-registered corporation #556277. Copyright © 2014–2026 Heathen Engineering Limited.