End User License Agreement

DRAFT: not legal advice. Must be reviewed by a qualified attorney before publication. Jurisdiction/governing-law marked TODO.

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE PURCHASING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE.

This End User License Agreement ("EULA," "License," "Agreement") is a legally binding agreement between you ("Licensee," "you," "your") and GenerateSaaS ("Licensor," "we," "us," "our," "Company"), a company registered at (Registration No: ), governing your purchase and use of the GenerateSaaS boilerplate, command-line interface ("CLI"), source code, templates, scaffolding, configuration, documentation, license keys, and all related materials made available through GenerateSaaS (https://generatesaas.com) (collectively, the "Software" or the "Boilerplate").

By purchasing a license, running the CLI (including npx generatesaas init), downloading, installing, copying, or otherwise using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not purchase, download, install, or use the Software.

This Agreement governs the Software (a commercial product you license and run yourself). Your use of our hosted website and services is separately governed by our Terms of Service and Privacy Policy, both of which are incorporated by reference where applicable to the Software (in particular, the Privacy Policy describes the license-key and telemetry data described in Section 8).

1. Definitions

"Boilerplate" / "Software" means the GenerateSaaS-originated reusable packages, source code, configuration, scaffolding, templates, and CLI tooling we make available to you, together with any updates we provide under Section 5.
"Derivative Product" means an application, product, or codebase that you create by using, configuring, extending, or modifying the Boilerplate.
"Seat" means a single individual developer authorized to use the Software under your license.
"License Key" means the gs_live_-prefixed API key issued to you upon purchase, used to authorize the CLI and identify your installations.
"Tier" means the license edition you purchased: Solo, Pro, or Agency.
"Update Window" means the period during which you are entitled to receive new CLI/Software versions under your Tier, as described in Section 5.

2. License Grant

2.1 Perpetual License

Subject to your payment of the applicable fees and your continued compliance with this Agreement, we grant you a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted for the Agency Tier in Section 4) license to use the Boilerplate to build, deploy, and operate Derivative Products.

The license is perpetual in the sense that the right to use the versions of the Software released to you within your Update Window does not expire (subject to termination under Section 11). This is not a subscription; license fees are charged one time per the pricing page, except for the optional renewal/add-on fees described in Section 5.

2.2 What All Tiers May Do

Under every Tier (Solo, Pro, and Agency), you may:

Use the Boilerplate to build an unlimited number of Derivative Products, with no per-project or per-product cap;
Deploy those Derivative Products publicly, operate them as live production applications, and offer them to the public;
Charge paying customers for your Derivative Products and operate a live, public, revenue-generating SaaS. A deployed, publicly accessible application is the Software working as intended and is always permitted; and
Modify, configure, and extend the Boilerplate for use in your Derivative Products.

The restrictions in Section 3 concern redistribution of the Boilerplate source code, not the visibility or commercial operation of your deployed Derivative Products.

2.3 Per-Developer Seat (Honor System)

The license is granted per developer (per Seat). Each individual developer who uses the Software must be covered by a Seat under a valid license. Each Seat carries unlimited projects and products. The license is never project-capped or product-capped.

We do not technically enforce Seat counts or require per-project activation. Seat compliance is an honor-system obligation. If your team grows, you agree to obtain additional Seats accordingly.

3. Source-Code Restrictions (Solo and Pro Tiers)

The following restrictions apply to the Solo and Pro Tiers. (See Section 4 for the additional permissions and carve-outs that apply to the Agency Tier.)

Under the Solo and Pro Tiers, you may NOT:

Publish the Boilerplate source code. You may not open-source, post to a public repository, or otherwise publicly disclose the source code of the Boilerplate or of any Boilerplate-derived source (i.e., source that incorporates the Boilerplate's reusable packages, scaffolding, or configuration);
Hand the codebase to a third party. You may not give, deliver, license, or otherwise make the Boilerplate source code or a Boilerplate-derived codebase available to any third party;
Resell or redistribute the Boilerplate itself. You may not sell, sublicense, lease, rent, or otherwise redistribute the Boilerplate, in whole or in part; and
Repackage the Boilerplate as a competing product. You may not repackage, rebrand, or redistribute the Boilerplate (or a substantially similar derivative of it) as a starter kit, template, scaffold, SaaS kit, or competing boilerplate.

For clarity: shipping your own Derivative Product publicly is permitted (see Section 2.2). The restriction is on redistribution of the source code, not on your deployed application being online or commercially available.

4. Agency Tier: Additional Permissions and Carve-Outs

The Agency Tier grants the rights in Sections 2 and 3 plus the following additional permissions, subject to the carve-outs in Section 4.3. These permissions are exceptions to the source-code restrictions in Section 3 and must be read together with the carve-outs; the carve-outs are conditions of the additional permissions.

4.1 Open-Source Projects

Under the Agency Tier, you may publish the source code of your own Derivative Product (including making a public, open-source repository of that Derivative Product), even though it incorporates the Boilerplate.

4.2 Client and White-Label Work

Under the Agency Tier, you may perform client and white-label work: you may build a Derivative Product for a client and deliver the built product and/or its source code to that client for that client's own use of the delivered work.

4.3 Carve-Outs (Conditions on Sections 4.1 and 4.2)

The permissions in Sections 4.1 and 4.2 are conditioned on all of the following. These carve-outs ensure the Agency permissions do not swallow the redistribution restrictions:

No reuse of the Boilerplate as a starter. Your client (or any recipient of your open-source or delivered work) receives no right to reuse the Boilerplate as a starter, template, or scaffold for other projects. To use the Boilerplate as a starting point for their own projects, the recipient must obtain their own license from us;
Flow-down of terms. You must flow down equivalent no-redistribution, no-resale, and no-repackaging obligations (consistent with Section 3) to your client or recipient in your deliverable's terms, so that the recipient is bound to the same source-redistribution restrictions with respect to the Boilerplate;
Attribution. Any public (including open-source) repository that incorporates the Boilerplate must include an attribution/notice crediting GenerateSaaS as the source of the Boilerplate; and
No repackaging, even for Agency. The Agency Tier does not permit you to repackage, sell, or distribute the Boilerplate (or a substantially similar derivative) as a standalone starter kit, template, scaffold, SaaS kit, or competing boilerplate. This prohibition applies to all Tiers without exception.

5. Updates, Versions, and Support

5.1 Solo Tier: One-Year Update Window

The Solo Tier includes one (1) year of CLI/Software updates and standard support from the date of purchase (the "Update Window").

During the Update Window, you may obtain and use new versions of the CLI and Software released within that window.
After the Update Window lapses, you keep, forever, every version released to you within the window. Your license to those versions is perpetual (Section 2.1). Only your entitlement to new versions released after the window ends lapses.
New versions released after your Update Window require renewal. You may extend your Update Window (and support) by purchasing the renewal add-on at $99 per year (per the pricing page).

5.2 Pro and Agency Tiers: Lifetime Updates and Support

The Pro and Agency Tiers include lifetime CLI/Software updates and support (Pro: priority support; Agency: highest-tier direct support), at no additional update fee, for the lifetime of the product as offered by us.

5.3 Nature of Updates and Support

We are not obligated to develop, release, or continue any particular feature, version, or support channel. "Lifetime" refers to the commercially reasonable lifetime of the Software as offered by us and does not create any obligation to maintain the Software in perpetuity. Updates are provided under the same license terms as the original Software.

6. License Keys

6.1 Issuance

Upon completing a purchase, we issue you a License Key (a gs_live_-prefixed API key) tied to your account. The full key is delivered once (by email); thereafter it is shown only in masked form. You are responsible for keeping your License Key confidential and secure.

6.2 Authorization

The CLI and the license authority use your License Key to authorize installs and refreshes and to determine your Tier and entitlements. Sharing or publishing your License Key, or using a License Key you are not licensed to use, is a breach of this Agreement.

6.3 Refunds and Chargebacks Revoke the Key

In the event of a chargeback, payment dispute, or any refund on your purchase, your License Key will be revoked/disabled and your license to use the Software will terminate. A revoked key fails validation; the CLI will no longer authorize installs or refreshes, and your installations will cease to be honored by the license authority. Refund eligibility is governed by our Refund Policy.

7. Ownership and Intellectual Property

7.1 Reserved Rights

The Software is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Boilerplate, including all intellectual property rights therein. Except for the limited license expressly granted in this Agreement, no rights are granted to you, by implication, estoppel, or otherwise.

7.2 Your Derivative Products

As between you and us, you own the original code, content, and business logic you add to your Derivative Products. Our ownership of the underlying Boilerplate (including the reusable packages, scaffolding, configuration, and structure you receive from us) is unaffected by your creation of Derivative Products.

7.3 Notices

You may not remove, alter, or obscure any copyright, trademark, license, or other proprietary notices contained in the Software, except as necessary to operate your Derivative Product, and subject to the Agency attribution requirement in Section 4.3.

8. License Keys, Telemetry, and Phone-Home

The Software includes license-authority and telemetry mechanisms that communicate with us. By using the Software, you acknowledge and consent to the following data collection and processing. The categories of data, their purposes, and their retention are described in detail in our Privacy Policy; the summary below is incorporated into that Policy by reference.

License-key validation. The CLI contacts our license authority on each init and refresh to validate your License Key and determine your entitlements. Each such request is logged and may include your IP address, install identifier, project name, selected frontend/framework, version, and the configuration options selected for that request.
Heartbeat (phone-home). Installed Derivative Products send a periodic heartbeat to us containing the install domain, version, frontend, and the revenue-sharing opt-in flag (buyer-controlled, default off), authorized by your license token. This phone-home is used for active-install analytics and anti-abuse/anti-leak detection.

These mechanisms exist to detect license abuse and source leakage, to provide geo/currency selection, and for analytics. You agree not to circumvent, disable, block, or tamper with the license-validation or heartbeat mechanisms; doing so is a breach of this Agreement. See the Privacy Policy for what is collected, why, and how long it is retained.

9. Enforcement

Violations of this Agreement, in particular, redistribution of the Boilerplate source code, handing the codebase to a third party, or reselling/repackaging the Boilerplate, are serious breaches. In response to a violation, we may, in addition to any other remedy available at law or in equity:

Terminate your license (Section 11) and revoke your License Key;
Pursue copyright enforcement, including issuing DMCA takedown notices to hosting providers, repositories, and registrars; and
Seek injunctive relief, damages, and all other legal and equitable remedies, including recovery of attorneys' fees where permitted.

Our enforcement focuses on acts of source redistribution and resale; the lawful public operation of a Derivative Product, or a legitimately public Agency repository under Section 4, is not itself a violation.

10. Warranty Disclaimer

THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SOFTWARE;
WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED; AND
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

YOU ARE SOLELY RESPONSIBLE FOR THE OPERATION, SECURITY, COMPLIANCE, AND MAINTENANCE OF ANY DERIVATIVE PRODUCT YOU BUILD AND DEPLOY USING THE SOFTWARE.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GenerateSaaS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID US FOR THE LICENSE GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES; IN SUCH JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to defend, indemnify, and hold harmless GenerateSaaS and its directors, officers, employees, agents, and licensors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from (a) your use of the Software; (b) your Derivative Products; (c) your violation of this Agreement; or (d) your violation of any applicable law or third-party right.

13. Term and Termination

13.1 Term

This Agreement is effective upon your purchase or first use of the Software and continues until terminated.

13.2 Termination

This Agreement and your license terminate automatically, without notice, if you breach any material term of this Agreement (including, without limitation, the source-code restrictions in Section 3 or the carve-outs in Section 4). We may also revoke your License Key and terminate your license upon refund, chargeback, or payment dispute (Section 6.3).

13.3 Effect of Termination

Upon termination, your right to use the Software ceases, and you must stop using and, where applicable, destroy or remove copies of the Boilerplate source code in your possession or control (other than code already lawfully embedded in a deployed Derivative Product, the treatment of which will be determined consistent with the nature of the breach). Sections that by their nature should survive termination, including Sections 3, 4, 7, 8, 9, 10, 11, 12, and 14, survive.

14. General Provisions

14.1 Governing Law and Jurisdiction

TODO (for the Company / reviewing attorney): specify the governing law and the exclusive jurisdiction/venue for disputes. This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of [GOVERNING LAW JURISDICTION: TODO], without regard to its conflict-of-law provisions, and the parties submit to the exclusive jurisdiction of the courts located in [VENUE: TODO].

14.2 Entire Agreement

This Agreement, together with our Terms of Service, Privacy Policy, Refund Policy, and the pricing page, constitutes the entire agreement between you and us regarding the Software and supersedes all prior agreements and understandings on that subject.

14.3 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

14.4 Waiver

Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing to be effective.

14.5 Assignment

You may not assign or transfer this Agreement or your license without our prior written consent. We may assign this Agreement freely. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.

14.6 No Waiver of Rights

Nothing in this Agreement limits any rights we have under applicable copyright, trademark, or other intellectual-property law.

15. Contact

If you have questions about this Agreement, please contact us:

GenerateSaaS

Registration No:

Licensing Inquiries: support@generatesaas.com

Website: https://generatesaas.com

By purchasing, installing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by this End User License Agreement.