Source Code License Agreement

1. About this License Agreement

This Source Code License Agreement (the “License Agreement”) is between you and [COMPANY NAME] LLC (the “Company”, “we”, “us” or “our”). It applies to every License you buy for the Source Code of one of our Products, and it is part of the Agreement described in our Terms of Service. Capitalized terms not defined here have the meanings given in the Terms of Service. If this License Agreement conflicts with the Terms of Service about Source Code, this License Agreement controls.

You accept this License Agreement when you place an Order for a License next to a statement that refers to it, or when you download or use the Source Code. If you accept it for an organization, you represent that you may bind that organization, and “you” means that organization.

2. Definitions

“Client”

A third party for whom you build an End Product under a License Type that allows it.

“End Product”

A single website, web application or other software product, for a single owner (you or one Client), that you build using the Source Code together with your own content, design or code, and that is made available to its users as a working product rather than as source code for others to build their own products.

“License Key”

The unique key we issue for each License.

“Release”

A version of a Product that we publish.

“Update Window”

The period that starts on the date of your Order and lasts for the number of months shown on the product page at the time of purchase and in your Account, during which new Releases are included in your License.

3. License grant

Subject to payment for your Order and your compliance with this License Agreement, we grant you a worldwide, non-exclusive, non-transferable (except as stated in Section 5.2), non-sublicensable and perpetual (subject to Section 13) license to:

1. download, install, copy and modify the Source Code;
2. create End Products within the scope of your License Type;
3. deploy, host and operate those End Products in production, or have them hosted by others, and let their users use them; and
4. let your employees and contractors exercise these rights on your behalf, under confidentiality obligations at least as protective as this License Agreement, with you remaining responsible for them.

Each License covers one Product. Each Order grants one License.

4. License Types

The License Type you bought is shown in your Order and in your Account. We currently offer the following License Types. If the product page or your Order describes a different scope for a License Type, that description controls.

5. Restrictions

6. Delivery, License Keys and identification

1. Delivery. Your License appears in your Account after Polar, our merchant of record, confirms your payment. You download Releases from your Account. Each download link is created only after we check that you own an active License, is valid for at most 5 minutes, and its creation is recorded with your Account, the Release, the time and your IP address.
2. License Keys. Your License Key is shown in full only on the page of that License in your Account and is masked everywhere else. Keep it confidential.
3. License checks. A Product may include a license check that sends the License Key and the Product identifier to our license validation service. The service only answers whether the key is valid for that Product and until when Updates are included. We use these requests only to validate Licenses and to prevent abuse.
4. Identification. Copies of the Source Code we deliver may contain information that identifies the License they were issued under, such as your License Key, an order reference or a digital watermark. Together with our download records, we may use this information to detect, investigate and stop unauthorized distribution.

7. Updates and the Update Window

1. During your Update Window you may download every Release we publish for the Product, under this License Agreement. When we publish a new Release, we email holders of Licenses whose Update Window is current.
2. After your Update Window ends, you keep a perpetual license (subject to Section 13) to the Releases published during it, and you may keep downloading them from your Account for as long as we make the Product available. Keep your own copies. Releases published after your Update Window ends are not included.
3. We are not obliged to publish Updates, to keep Releases compatible with each other or with third-party software, or to keep a Product available. If we offer to extend Update Windows, the terms shown at that time apply.

8. Support

Support is not included in a License unless the product page says otherwise. Documentation is provided with the Source Code. You may report bugs to support@[DOMAIN], and we will consider them on a best-effort basis.

9. Ownership

The Source Code is licensed, not sold. We and our licensors keep all right, title and interest in it, including all intellectual property rights, and we reserve all rights not expressly granted. You own your modifications and the original content of your End Products, subject to our rights in the Source Code they contain. If you send us fixes or suggestions, the feedback provisions of the Terms of Service apply.

10. Third-party and open-source components

Products include third-party and open-source components, which are identified in the Source Code (for example, in license files or package manifests). Those components are licensed under their own terms, which govern them and prevail over this License Agreement to the extent they grant you broader rights or impose conditions you must follow. The restrictions in Section 5 (Restrictions) do not limit rights those licenses grant you.

11. Limited remedy and disclaimer of warranties

12. Limitation of liability

13. Term and termination

1. Your License lasts indefinitely unless it ends under this Section.
2. We may terminate your License by notice if you materially breach this License Agreement and, where the breach can be cured, you do not cure it within [15] days after our notice. We may terminate it immediately, without a cure period, if you breach items (a), (b), (c) or (e) of Section 5.1.
3. Your License is revoked automatically if the Order for it is refunded, or charged back and not reversed.
4. When your License ends, you must stop using the Source Code, stop creating End Products with it, delete all copies in your possession or control (including backups, where reasonably practicable) and, on request, confirm this in writing. End Products that you delivered to Clients in compliance with this License Agreement before it ended may continue to be used by those Clients, unless the License ended because of a breach relating to that End Product. If the License was revoked because of a refund or chargeback, you must also stop using End Products built under it.
5. Sections 5, 9, 11, 12, 13, 14 (for twelve (12) months), 15, 16 and 17 survive the end of your License.

14. Verification and audit cooperation

On our reasonable written request, no more than once in any twelve (12) month period unless we have reasonable grounds to suspect a breach, you will within thirty (30) days (a) certify in writing that your use of the Source Code complies with this License Agreement and (b) give us reasonable information to confirm it, such as the number of End Products you have built and, for an Agency License, the Clients they were built for, which we will treat as confidential. You will also cooperate reasonably with our investigation of unauthorized copies associated with your License. We will not require access to your systems or premises.

15. Export controls and U.S. Government use

The export control and sanctions provisions of the Terms of Service apply to the Source Code and to End Products. The Source Code is “commercial computer software” and “commercial computer software documentation” as defined in FAR 2.101. U.S. Government end users acquire only the rights set out in this License Agreement, in accordance with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4.

16. Governing law and disputes

The dispute resolution and arbitration section of the Terms of Service, including its class action and jury trial waiver and your right to opt out, and its governing law and venue section apply to any dispute under this License Agreement. Either party may seek injunctive relief in court to stop unauthorized use or distribution of the Source Code, as those sections allow.

17. General

This License Agreement, together with the Terms of Service, is the entire agreement about your License. If a provision is unenforceable, the rest remains in effect. We may update this License Agreement as described in the Terms of Service; an update does not reduce the rights granted for a License you bought before the update unless you agree. Questions about licensing:

Email: legal@[DOMAIN]