SOFTWARE LICENSE AGREEMENT

For OneStarter SaaS Template (“the Software”)

Last Updated: October 27, 2024

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

For licensing inquiries, contact: [email protected]

  1. DEFINITIONS
    • 1.1 “Licensor” refers to the individual or entity that created the Software.
    • 1.2 “Licensee” refers to the individual or entity granted rights under this Agreement.
    • 1.3 “Software” refers to the OneStarter codebase, associated files, documentation, configurations, and any updates or modifications provided by the Licensor.
    • 1.4 “End Product” refers to any substantially modified application or implementation that incorporates the Software as part of a larger, functionally distinct product.
    • 1.5 “Purchase Date” refers to the date when Licensee acquired the Software license.
    • 1.6 “Version” refers to the specific release of the Software identified by its version number at the time of purchase.
  2. GRANT OF LICENSE
    • 2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a perpetual, non-exclusive, worldwide license to use the Software.
    • 2.2 This license is granted to a single Licensee and is non-transferable.
    • 2.3 This license covers the version of the Software available at the time of purchase. Access to updates and new versions is not guaranteed.
  3. PERMITTED USES
    • 3.1 Licensee may:
      • a) Create multiple End Products using the Software;
      • b) Develop End Products for commercial or non-commercial use;
      • c) Develop End Products for clients, including as a freelancer or agency;
      • d) Sell End Products incorporating the Software without restriction;
      • e) Modify the Software as necessary to create End Products.
    • 3.2 Ownership of End Products
      • a) Licensee retains full ownership rights to any End Products created using the Software.
      • b) Licensee may transfer ownership of End Products to their clients without restriction.
      • c) End Products may be sold, licensed, or transferred without any additional royalties or fees to the Licensor.
      • d) Licensee may maintain multiple instances of End Products for different clients
      • e) Licensor shall have no access to or rights regarding client data or configurations
  4. RESTRICTIONS
    • 4.1 Licensee shall not:
      • a) Redistribute, sell, lease, license, or sublicense the Software itself;
      • b) Transfer, assign, or share the license rights with any third party;
      • c) Create derivative products intended to replicate or compete with the Software;
      • d) Remove or alter any proprietary notices or marks on the Software.
      • e) Create or contribute to any product that primarily functions as a software template or framework that competes directly with the Software in the template market.
  5. INTELLECTUAL PROPERTY RIGHTS
    • 5.1 Original Software
      • The Software template, including its source code, structure, organization, and underlying intellectual property rights (“Original Software”), shall remain the exclusive property of the Licensor.
    • 5.2 Derivative Works and End Products
      • Any modifications, additions, or derivative works created by the Licensee (“Derivative Works”) shall be the exclusive intellectual property of the Licensee or their clients, as determined by the agreement between Licensee and their clients., including but not limited to:
        • Custom code written by the Licensee
        • Integration with other software or systems
        • Modifications to the Original Software
        • End Products created using the Software
    • 5.3 Distinct IP Rights
      • a) This Agreement does not transfer ownership of the Original Software to the Licensee.
      • b) Licensor makes no claim of ownership or rights to:
        • Licensee’s original code
        • End Products created using the Software
        • Derivative Works created by the Licensee
        • Content, data, or other materials incorporated into End Products
    • 5.4 Open Source Components
      • Any open-source components the Software includes, such components are subject to their respective open-source licenses, which shall take precedence over this Agreement for those specific components.
    • 5.5 Proprietary Notices
      • Licensee shall not remove or alter any copyright, trademark, or other proprietary notices contained in the Original Software. However, Licensee is not required to include such notices in their End Products.
  6. LIMITED WARRANTY AND LIABILITY
    • 6.1 The Software is provided “AS IS” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
    • 6.2 In no event shall Licensor be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of Licensee’s use of or inability to use the Software, even if Licensor has been advised of the possibility of such damages.
    • 6.3 Licensor’s entire liability and Licensee’s exclusive remedy shall be limited to the amount actually paid by Licensee for the Software license.
    • 6.4 Security and Compliance
      • a) Licensor shall promptly notify Licensee of any known security vulnerabilities
      • b) Licensee is responsible for maintaining security of End Products
      • c) Licensor makes no representations about compliance with specific regulations
  7. REFUND POLICY
    • 7.1 Due to the nature of digital products, no refunds shall be issued for the Software license once purchased.
  8. TERMINATION
    • 8.1 This Agreement is effective until terminated. Licensor may terminate this Agreement immediately upon any breach by Licensee of any term hereof.
    • 8.2 Upon termination, Licensee shall cease all use of the Software and destroy all copies of the Software.
    • 8.3 Termination notice must be provided in writing or e-mail with a 30-day remedy period for curable breaches
    • 8.4. Upon termination
      • a) Existing End Products may continue to be used and maintained.
      • b) No new end products may be created.
      • c) Existing End Products may not be substantially modified to create new products
  9. GOVERNING LAW
    • 9.1 This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to conflicts of law principles.
    • 9.2 Dispute Resolution
      • a) Parties shall attempt to resolve disputes through good-faith negotiation
      • b) If unsuccessful, disputes shall be resolved through arbitration in Switzerland
      • c) The prevailing party shall be entitled to reasonable attorney’s fees
  10. ENTIRE AGREEMENT
    • 10.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
  11. ASSIGNMENT AND SUCCESSION
    • 11.1 This Agreement may be assigned by Licensee in the case of:
      • a) Merger or acquisition where Licensee is the acquired entity
      • b) Corporate restructuring where beneficial ownership remains substantially similar
    • 11.2 Licensor may assign this Agreement to any successor in interest to the Software
  12. FORCE MAJEURE
    • 12.1 Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of war, terrorism, natural disasters, or widespread internet outages.
  13. SEVERABILITY
    • 13.1 If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
  14. DATA PRIVACY AND SECURITY
    • 14.1 The Licensor:
      • a) Shall not collect any data from Licensee’s End Products
      • b) Has no access to Licensee’s client information or implementations
      • c) Will maintain reasonable security measures to protect any Licensee information in its possession
    • 14.2 The Licensee:
      • a) Is solely responsible for compliance with applicable data protection laws
      • b) Must implement appropriate security measures in End Products
  15. SUPPORT AND MAINTENANCE
    • 15.1 This Agreement does not include:
      • a) Technical support
      • b) Installation assistance
      • c) Maintenance services
      • d) Custom development
    • 15.2 Any such services may be purchased separately under different terms.
  16. SURVIVAL
    • 16.1 The following sections survive termination of this Agreement:
      • Section 5 (Intellectual Property Rights)
      • Section 6 (Limited Warranty and Liability)
      • Section 9 (Governing Law)
      • Section 14 (Data Privacy and Security)
  17. EXPORT COMPLIANCE
    • 17.1 Licensee shall comply with all applicable export and import control laws and regulations in their use of the Software.

By using the Software, Licensee acknowledges that they have read this Agreement, understand it, and agree to be bound by its terms and conditions.

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Licensor: Nikola Peric

Registered in: Switzerland

Contact: [email protected]

Website: https://laconical.ch