End User License Agreement (EULA)

1. Introduction

This End User License Agreement (the "Agreement") is a legal contract between you (the "Licensee") and Smart Choice Enterprise LLC (EIN: 810747219), along with its subsidiary, BinaryPlates LLC (collectively referred to as "BinaryPlates"). By installing or utilizing the BlazorPlate software (the "Software"), you acknowledge this Agreement as a legally binding contract, and you agree to comply with its terms. If you do not agree to these terms, you must promptly uninstall the Software and destroy all copies, including related documentation and packaging.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them:

  • "Software": Refers to the BlazorPlate software, which acts as a foundational template for developing various projects, encompassing all related components, documentation, updates, and enhancements. This definition includes the Software's role as the primary tool that enables developers to create and customize applications, websites, or software solutions tailored to their specific needs.
  • "Developer": Refers to an individual authorized to access, utilize, and modify the Software for the purpose of creating projects. A Developer may include, but is not limited to, software engineers, programmers, or technical personnel who possess the necessary skills to leverage the Software as a foundational template for developing applications, websites, or software solutions.
  • "Project": Refers to any specific initiative or endeavor developed using the Software, including but not limited to applications, websites, or software solutions, that are created for personal, commercial, or organizational purposes. Projects may be standalone or part of a larger set of related projects.
  • "License": The permission granted by the Licensor to the Licensee to use the Software in accordance with the terms and conditions outlined in this Agreement.
  • "Licensee": Refers to either an "Individual Licensee," which is an individual purchasing or using the Software, or an "Organization Licensee," which is an organization purchasing or using the Software.
  • "Licensor": Refers to Smart Choice Enterprise LLC and its subsidiary, BinaryPlates LLC, as the provider of the Software.
  • "Developer Seat:" Refers to an individual user authorized to access and utilize the Software under the License.
  • "Internal Business Operations": Refers to activities directly related to the Licensee's operational needs, including software development, testing, deployment, maintenance, and production activities associated with applications created using the Software.
  • "Employee": Refers to an individual who is directly employed by the Licensee's organization and is authorized to access and use the Software in accordance with the terms of this Agreement. Employees may hold a Developer Seat if they are actively involved in projects that utilize the Software for the Licensee's internal business operations. This definition explicitly excludes contractors, freelancers, and any third-party individuals or organizations who are not directly employed by the Licensee.

3. License Grant

This Agreement applies to both Individual Licensees and Organization Licensees. While both categories receive certain rights, there are distinct responsibilities and limitations outlined below:

3.1 License Rights

The Licensor grants the Licensee a limited, non-exclusive, non-transferable license to use the Software solely for internal business operations.

3.2 Unlimited Deployments

The Licensee is hereby authorized to deploy projects developed using the Software an unlimited number of times within its own organization and at the locations of its customers. Notwithstanding the foregoing, all deployments shall be restricted to compiled binaries (e.g., DLLs). Exposure of the source code is strictly permitted only for employees of the Licensee's organization who are directly engaged in projects utilizing the Software.

The Licensee is strictly prohibited from deploying the Software AS IS to its customers. The only conditions that permit deployment at customer locations are implementing necessary features intended to transform the Software into a functional product or at least a Minimum Viable Product (MVP) to meet the specific needs of its customers.

For purposes of this Agreement, "deployment" shall encompass any activity that makes the projects developed using the Software available for use. This includes, but is not limited to:

  • Hosting: Running the projects developed using the Software on servers, thereby enabling access to the Licensee's customers or users via the internet.
  • Distribution: The provision of copies of the projects developed using the Software to the Licensee's customers or users.
  • Installation: The configuration of the projects developed using the Software on the systems or devices of the Licensee's customers or users, thereby facilitating effective utilization of the features.

3.3 Unlimited Projects

The Licensee may use the Software as a foundational template for developing an unlimited number of projects directly associated with its business operations.

3.4 Developer Seats

The Licensee may allocate Developer Seats to ensure optimal use of the Software for development projects. Each Developer Seat corresponds to a specific employee authorized to utilize the Software within the Licensee's organization.

  • For the Individual License, only one developer may use the Software for personal and commercial purposes, allowing unlimited deployments and projects, restricted to a single developer.
  • For the Organization License, access can be granted to an unlimited number of Developer Seats for internal business operations and collaboration on internal software projects.In accordance with Section 4.4 Reassignment of Developer Seats upon Employee Exit , the Licensee is responsible for managing Developer Seats in relation to employee employment status.

3.5 Commercial Use

The Commercial Use refers to how Licensees can utilize the Software for developing projects as outlined below:

  • For the Individual License, projects developed for commercial purposes are permitted with certain restrictions on revenue and scope:
    • Limited Commercial Use: This license allows for projects that are small-scale or personal business endeavors. Examples include developing a website for a local business, creating an application for a family event, or producing a personal project intended for sale within a limited market. The intent should be to cater primarily to local or personal markets without significant outreach.
    • Revenue Restrictions: Projects developed using the Software under Limited Commercial Use may not collectively generate more than $250,000 in annual gross revenue for all such projects combined. This cap ensures that individual licensees maintain a focus on smaller, manageable projects while allowing reasonable monetization within the Limited Commercial Use category. If annual gross revenue from these projects exceeds this amount, an upgrade to the Organization License is required to continue compliant use of the Software.
  • For the Organization License, projects developed for commercial purposes are permitted without restrictions on revenue and scope:
    • Full Commercial Use: This license allows for large-scale commercial applications, software solutions for external clients, or products for widespread distribution. Organizations can engage in diverse markets, develop multiple applications, or provide services to a broad client base, enhancing their operational capabilities.
    • Revenue Generation: There is no revenue cap under Full Commercial Use, allowing organizations to pursue extensive commercial operations and substantial profits. Organizations can engage in aggressive business strategies, participate in competitive markets, and capitalize on their investments without limitations on financial returns.

4. Restrictions

To protect the Software and ensure proper use, the Licensee must adhere to the following restrictions. These guidelines outline permitted use, limitations on access, and the non-transferability of licenses. Compliance with these restrictions is crucial to maintain the integrity of the Software and prevent unauthorized access or misuse.

4.1 Source Code Protection and Access Policy

The Licensee is expressly prohibited from distributing, selling, or transferring the Software, including but not limited to the source code and associated documentation, to any external entities. The Licensee is permitted to use the Software as a basis for developing new projects or enhancing existing projects, including the right to make modifications on the Software or create derivative works from the Software, provided that all such activities are conducted in accordance with the terms set forth in Section 3.2 Unlimited Deployments and Section 4.2 Sale and Distribution of Products .

  • For the Individual License, access to the Software is exclusively granted to the Licensee as a single developer. This access cannot be transferred or shared with any other individuals.
  • For the Organization License, multiple developers may be granted access to the Software; however, if any individual no longer holds a developer seat, they must relinquish their access rights to the Software.

The Licensee is permitted to store the Software in a private repository, provided that the repository is owned by the Licensee and access is restricted to authorized developers as defined by their respective license types. Reasonable measures must be implemented to protect the confidentiality of the Software and prevent unauthorized access or distribution. Any breach of this confidentiality obligation may result in consequences, including potential termination of the Licensee's rights under this agreement.

4.2 Sale and Distribution of Products

The Licensee may sell products developed using the Software's features to customers, subject to the following restrictions:

  • The final product must not expose any source code associated with the Software and must be delivered solely as compiled binaries (e.g., DLLs). However, HTML, JavaScript, and CSS code are excluded from this restriction and can be exposed in the final product.
  • If a customer or any external entity requires access to the source code, they must obtain an independent license; otherwise, the Licensee is responsible for obtaining a separate license for each such entity.

4.3 Non-Transferability

This license is non-transferable to other organizations or individuals for personal or commercial use. The following distinctions apply:

  • For the Individual License, the individual cannot transfer the license to another person. If the individual wishes to transfer the Software, they must first uninstall it and destroy all copies. Then, they must purchase a new license for the recipient.
  • For the Organization License, the organization may transfer the license within the organization in the event of mergers, restructuring, or changes in personnel. The organization must provide legal documentation, including Articles of Incorporation, Merger Agreement, Board Resolutions, and Certificate of Good Standing, to facilitate the transfer. However, the organization cannot transfer the license to external entities or individuals.

4.4 Reassignment of Developer Seats upon Employee Exit

For the Organization License, in the event that an employee assigned a Developer Seat is no longer employed by the Licensee, the Licensee is required to immediately revoke the access rights of the departing employee to the Software upon termination of employment.

5. Maintenance and Support

The Licensee's use of the Software is subject to the terms outlined in the Service Level Agreement ("SLA"), which governs the scope of maintenance and support services provided by the Licensor. The SLA is incorporated herein by reference and is available at blazorplate.net/sla.

6. Privacy Policy

The Licensee agrees to the collection and use of personal information as outlined in the Licensor's Privacy Policy, which is available at blazorplate.net/privacy-policy.

7. Refund Policy

The Licensee agrees to the terms outlined in the Licensor's Refund Policy. The Refund Policy is incorporated herein by reference and is available at blazorplate.net/refund-policy.

8. Term and Termination

The license granted under this Agreement commences upon acceptance of its terms and continues until terminated. The following termination rights apply:

  • For the Individual License, the individual may terminate the license at any time and is required to uninstall the Software and destroy all copies.
  • For the Organization License, the organization may terminate the license in accordance with its internal policies and must ensure that all employees cease using the Software and destroy all copies upon termination.

In the event of a violation of any restrictions outlined in this Agreement, the Licensor reserves the right to terminate the Licensee's license immediately and pursue any and all legal remedies available under applicable law.

The Licensee assumes full responsibility for its employees' actions in relation to the Software.. The Licensee agrees to ensure that each employee complies with all terms and conditions set forth in this Agreement. Any violation of these terms by an employee shall be regarded as a direct violation by the Licensee.

9. Intellectual Property Rights

The Licensor retains all rights, title, and interest in the Software and any related intellectual property. The Licensee acknowledges that no ownership rights in the Software are transferred under this Agreement. Any derivative works created by the Licensee from the Software will represent the intellectual property of the Licensee, provided that the source code associated with the Software remains confidential.

10. Limitation of Liability

To the fullest extent permitted by law, the Licensor shall not be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use the Software, even if advised of the possibility of such damages.

11. Disclaimer of Warranty

The Software is provided "as is," without warranties regarding performance, merchantability, or any other express or implied warranties. The Licensor does not warrant that the Software will meet the Licensee's requirements or operate without interruption or errors. Additional disclaimers include:

  • Compatibility: The Software may not be compatible with all systems.
  • Data Loss: The Licensee is not responsible for data loss during Software use or deployment.
  • Third-party Services: Issues arising from interactions with third-party services are not the responsibility of the Licensor.
  • Performance Metrics: No specific performance guarantees are provided.

12. Good Faith

The Licensor and Licensee agree to perform their obligations in good faith and with fair dealing. In the event of a dispute, the parties shall attempt to resolve the issue through negotiation before pursuing arbitration or litigation.

13. Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, United States. The Licensee agrees to resolve any disputes in Virginia courts, with options for mediation or arbitration as applicable. All users, including those outside the U.S., are subject to U.S. law in connection with their use of the Software. Violations of this Agreement may result in irreparable harm to the Licensor, and injunctive relief may be sought in addition to other remedies.

14. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15. Amendments

The Licensor reserves the right to amend this End User License Agreement (EULA) at any time. Significant changes to this Agreement will be communicated to Licensees via email or through a prominent notice on the BlazorPlate website.

The updated terms will take effect immediately upon posting on the website or as specified in the notice. By continuing to use the Software after such changes are made, you acknowledge and agree to abide by the revised terms of this Agreement.

It is your responsibility to regularly review the EULA for any updates or changes. Your continued use of the Software constitutes acceptance of the modified terms. If you do not agree to the changes, you must discontinue use of the Software and terminate this Agreement.

16. Indemnification

The Licensee agrees to indemnify and hold harmless the Licensor from any claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising from the Licensee's use of the Software or any violation of this Agreement. The Licensee's indemnification obligations are capped at the purchase price of the Software and are subject to the following:

  • For the Individual License, the individual Licensee is solely responsible for their use of the Software and any resultant claims.
  • For the Organization License, the organization must ensure that all employees are aware of and comply with the terms of this Agreement to mitigate liability.

17. Waiver

No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition, nor shall any waiver signify a continuing waiver. The failure of the Licensor to enforce any provision of this Agreement does not imply a waiver of such provision or any other provision. Licensees must recognize that consistent adherence to all terms of the Agreement is required. If the Licensor has not enforced a particular term in the past, this does not mean that the Licensor has relinquished their right to enforce that term in the future. Licensees are legally obligated to comply with all terms at all times, and any assumption that past inaction by the Licensor constitutes a waiver may lead to legal liabilities if the Licensor decides to enforce the terms later on.

18. Force Majeure

The Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement due to major events beyond its reasonable control. Such events include, but are not limited to, acts of God, war, terrorism, riots, civil unrest, natural disasters, and significant governmental actions. In the event of a force majeure occurrence, the Licensor will notify the Licensee of the delay and the expected duration of the disruption.

19. Effective Date

This Agreement is effective upon the Licensee's acceptance of its terms, as indicated by the installation or use of the Software.

20. Entire Agreement

This Agreement represents the complete and exclusive understanding between the parties regarding the subject matter herein, specifically pertaining to the use of the Software. It supersedes all prior agreements, understandings, and representations, whether made orally or in writing. No other agreements or understandings shall have any effect unless acknowledged in writing by both parties.