Commercial License

Last Updated — May, 2026

⚠️ IMPORTANT — READ CAREFULLY: This Commercial Source Code License Agreement ("Agreement") is a legal contract between You ("Licensee" or "You") and Alap Putatunda d/b/a Scale with Alap ("Licensor" or "Author").

BY PURCHASING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE, YOU MUST NOT USE THE SOFTWARE.

Quick Reference: What You Can & Can't Do

Before diving into the full legal text, here's a plain-English summary of your rights and restrictions:

✅ You CAN	❌ You CANNOT
Build unlimited production apps for yourself/clients	Resell or redistribute the source code itself
Modify code to fit your or your client's needs	Create a competing template, boilerplate, or starter kit
Deploy unlimited projects (limited by Developer Seats)	Open-source the code or publish it publicly
Charge your users and generate revenue	Share your license with other developers
Use it for client projects (freelance/agency)	Claim ownership of the original Software
Keep all revenue you generate — no royalties	Upload uncompiled source to public repositories

💡 The core principle: You're buying the right to build with this code, not to sell this code. Your End Products are yours. The source code remains ours.

Definitions
Grant of License
Multi-License & Enterprise Licensing
Compliance and Ethical Use Protection
Updates and Support
Intellectual Property Rights
Warranty Disclaimer
Limitation of Liability
Termination
Governing Law and Dispute Resolution
Entire Agreement
Contact Information

1. Definitions

Term	Definition
"Software"	The "Vibe44" source code, scripts, assets, documentation, configuration files, skill files, workflow files, and all associated files provided by Licensor, regardless of delivery method (download, Git access, or other).
"Deployed Project"	A single production application, website, or digital product built using the Software and made accessible to end users via a public or private URL.
"End Product"	The final customized work created by Licensee using the Software for a specific business purpose. The End Product must be substantially different from the original Software and must add significant value beyond the original code.
"License Fee"	The one-time payment made by Licensee to Licensor in exchange for the rights granted under this Agreement, as specified at the time of purchase.
"Licensee" / "You"	The individual or legal entity that purchased the License Fee and is bound by this Agreement.
"Licensor" / "Author"	Alap Putatunda, operating as Scale with Alap, the creator and copyright holder of the Software.
"Derivative Work"	Any work based upon the Software, including modifications, enhancements, translations, adaptations, or any other form in which the Software may be recast, transformed, or adapted.
"Unethical or Illegal Use"	Any use of the Software to facilitate, promote, or execute activities that are illegal in the Licensee's jurisdiction, the Licensor's jurisdiction, or under generally recognized international law — including but not limited to fraud, scams, hate speech, violence, harassment, unauthorized surveillance, data theft, or child exploitation.

Subject to your full payment of the applicable License Fee and compliance with this Agreement, Licensor grants You a limited, non-exclusive, non-transferable, revocable, worldwide license to use the Software as described below.

2.1 Permitted Uses

Permission	Details	Example
✅ Development	Use the Software to code, test, and build Deployed Projects in development environments	Running locally via `npm run dev`, deploying to staging
✅ Modification	Modify, alter, and adapt the source code for your specific business needs	Changing branding, adding features, modifying the UI
✅ Production Deployment	Deploy UNLIMITED End Products to production	`my-saas.com`, `client-project.com`, `app-3.com`
✅ Commercial Use	Generate revenue from your End Products by charging your users	Subscriptions, one-time purchases, freemium models
✅ Client Work	Build End Products for clients, provided the client does not receive the original source code	Freelance/agency work where you deliver a deployed product
✅ Private Repository	Store the Software in a private version control repository accessible only to available Developer Seats	Private GitHub/GitLab repo for your team

💡 Unlimited Deployments: You may build and deploy an unlimited number of projects. The limiting factor is the number of Developer Seats (individuals accessing the source code), which is determined by your license tier.

2.2 Strict Prohibitions (Zero Tolerance)

The following actions are expressly prohibited and constitute grounds for immediate license termination:

❌ Prohibition	What This Means	Why This Exists
No Resale of Source	You may NOT sell, rent, lease, sublicense, distribute, or otherwise transfer the Software source code itself, in whole or in part, to any third party.	Protects the commercial viability of the Software
No Competing Products	You may NOT use the Software to create a competing product, such as a SaaS boilerplate, starter kit, theme, template, or code generator where the primary value is the code itself.	Prevents direct competition with the original product
No Open Source	You may NOT release the Software or any Derivative Works under an Open Source license (e.g., GPL, MIT, Apache, BSD) that would require or permit disclosure of the source code.	Prevents circumvention of commercial licensing
No Public Exposure	You may NOT upload the uncompiled source code to public repositories, public file shares, public Gists, or any publicly accessible location.	Prevents unauthorized distribution
No License Sharing	You may NOT share, transfer, or allow use of your license by individuals or entities that are not part of your immediate development team.	Maintains per-license accountability
No Code Extraction for Resale	You may NOT extract components, utilities, functions, or design systems from the Software and sell, distribute, or package them as standalone products.	Prevents piecemeal redistribution

⚠️ Gray area guidance: If you're unsure whether your intended use is permitted, contact [email protected] before proceeding. When in doubt, the test is: "Am I selling what I built, or am I selling the code I used to build it?" The former is permitted; the latter is not.

3. Multi-License & Enterprise Licensing

3.1 Developer Seats (The Constraint)

This license is sold under a Seat-Based Model. You may build unlimited projects, but the number of developers who can access, edit, or view the source code is limited by your tier:

Tier	Developer Seats	Deployed Projects
Starter	1 Seat	Unlimited
Growth	6 Seats	Unlimited
Agency	12 Seats	Unlimited

Definition of a Seat: Any individual who downloads, views, modifies, or accesses the uncompiled Source Code.

Example violations:

Buying a "Starter" license (1 seat) and sharing the git repo with 2 co-founders. (Requires Growth license).
An agency with 10 developers buying a "Growth" license (6 seats). (Requires Agency license).

3.2 Enterprise & Volume Licensing

For organizations requiring:

5+ simultaneous Deployed Projects
Custom licensing terms (e.g., white-label rights, unlimited deployments)
Source code escrow or other enterprise requirements

Contact [email protected] for custom enterprise licensing arrangements.

4. Compliance and Ethical Use Protection

4.1 Non-Liability for Licensee's Actions

THE LICENSOR SHALL HAVE ABSOLUTELY NO LIABILITY FOR WHAT YOU BUILD.

You acknowledge that the Software is a tool — a starting point for building your own application. How you use this tool is solely and exclusively your responsibility. Licensor expressly disclaims any and all liability, responsibility, or obligation for End Products that are:

Illegal, fraudulent, or deceptive in any jurisdiction
Used for spamming, harassment, threats, or any form of unauthorized communication
Used for unethical activities, including but not limited to predatory lending, dark patterns, gambling (where prohibited), or deceptive marketing
In violation of any third-party rights, including privacy rights (GDPR, CCPA, etc.), intellectual property, trade secrets, or contractual obligations
Non-compliant with industry regulations, including but not limited to HIPAA, PCI-DSS, FERPA, SOX, or similar regulatory frameworks applicable to the Licensee's industry
Used for unauthorized surveillance, data harvesting, or tracking without proper consent

🔒 Your compliance responsibility: While the Software includes security features (RLS, fail-closed production rate limiting, Zod input validation, HMAC-bound CSRF protection, same-origin payment redirects, webhook and provider-resource idempotency, fail-closed paid account deletion, retained deletion audit events, and all the automated test definitions across all the unit test files), achieving regulatory compliance (GDPR, HIPAA, PCI-DSS, etc.) for your specific End Product is YOUR RESPONSIBILITY. The Software provides a strong foundation, but compliance depends on how you use it, what data you collect, and what industry you operate in.

4.2 Right to Verify Compliance

Licensor reserves the right, no more than once per calendar year, to request written certification of compliance with the Developer Seat limits. Upon request, Licensee must provide:

A written statement confirming the current number of developers with access to the Source Code.
A list of version control usernames (e.g., GitHub, GitLab) or email addresses for all individuals with Source Code access.

If verification reveals that you have exceeded your seat limit, you must purchase the necessary additional licenses or upgrade your tier within 14 days.

4.3 Indemnification by Licensee

You agree to indemnify, defend, and hold harmless Licensor, its affiliates, officers, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or related to:

Your use, modification, or deployment of the Software.
Your End Product or any services, content, or data you provide through it.
Your violation of this Agreement or any term herein.
Your violation of any applicable law, regulation, or third-party right.
Any claim by a third party relating to your End Product.

This indemnification obligation survives the termination or expiration of this Agreement indefinitely.

5. Updates and Support

5.1 Software Updates

Aspect	Policy
Availability	Licensor may provide updates, patches, or new versions at its sole discretion. There is no obligation to provide updates.
Access	This License entitles you to access updates released during your update access period (as specified at purchase).
Breaking Changes	Licensor will make reasonable efforts to document breaking changes in the CHANGELOG, but is not liable for any disruption caused by updates.
Update Installation	You are responsible for applying updates to your Deployed Projects. Updates are not automatically applied.

5.2 Technical Support

Aspect	Policy
Duration	Technical support is provided for the period specified at the time of purchase (default: 6 months).
Scope	Support covers technical issues with the original Software as delivered.
Response Time	Best-effort basis. No guaranteed SLA unless explicitly agreed in writing.
Channels	Email (`[email protected]`) and any support channels specified at purchase.

Support does NOT include:

❌ Debugging your custom modifications or business logic
❌ Adding custom features or integrating third-party services
❌ Refactoring your codebase or code reviews
❌ Server/infrastructure configuration or deployment troubleshooting
❌ Performance optimization of your End Product
❌ Training on technologies used in the Software (Next.js, Supabase, etc.)

6. Intellectual Property Rights

6.1 Licensor's Ownership

All rights, title, and interest in and to the Software — including but not limited to all source code, object code, architecture, database schema designs, documentation, trade secrets, trademarks, service marks, logos, and all other intellectual property rights — remain the sole and exclusive property of Licensor.

This Agreement does not grant you any ownership rights in the Software. You are granted only the limited usage rights described in Section 2.

6.2 Licensee's Ownership

You retain full ownership of:

Your custom code — modifications, features, and business logic you add to the Software
Your brand identity — logos, copy, images, and other brand assets
Your data — all user data, business data, and content in your End Product
Your End Product — the final deployed application as a whole (but not the underlying Software code)

6.3 Attribution

Attribution to "Scale with Alap" or "Vibe44" in your End Product is not required but is appreciated. You may remove all references to Scale with Alap, Vibe44, and associated branding from your Deployed Project.

7. Warranty Disclaimer ("AS IS")

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

WARRANTIES OF MERCHANTABILITY — that the Software is suitable for commercial purposes.
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE — that the Software is suitable for your specific use case.
WARRANTIES OF NON-INFRINGEMENT — that the Software does not infringe upon any third-party rights.
WARRANTIES OF ACCURACY — that the Software, its documentation, or its outputs are accurate, complete, or current.
WARRANTIES OF SECURITY — that the Software is free from vulnerabilities, even though security measures are included.
WARRANTIES OF CONTINUOUS OPERATION — that the Software will be error-free, secure, or uninterrupted.

YOU ASSUME THE ENTIRE RISK as to the quality, safety, performance, security, and suitability of the Software for your intended purpose.

💡 What this means in practice: While Vibe44 includes enterprise-grade security features (RLS, fail-closed production rate limiting, HMAC-bound CSRF protection, strict request validation, same-origin payment redirects, payment webhook and provider-resource deduplication, SSRF-safe provider media fetching, payment tier mapping safeguards, and documented verification workflows), no software is perfectly secure. You are responsible for security testing, penetration testing, payment-provider configuration, and ongoing security maintenance of your Deployed Project.

8. Limitation of Liability (Cap)

8.1 Exclusion of Consequential Damages

UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — including but not limited to:

Loss of revenue, profits, or anticipated savings
Loss of data or data breach costs
Business interruption or business opportunity loss
Cost of procurement of substitute goods or services
Damage to reputation or goodwill

This exclusion applies REGARDLESS of:

Whether Licensor has been advised of the possibility of such damages
The legal theory under which liability is asserted (contract, tort, strict liability, or otherwise)
Whether the damages were foreseeable

8.2 Total Liability Cap

IN NO EVENT SHALL LICENSOR'S TOTAL CUMULATIVE LIABILITY for all claims arising out of or relating to this Agreement EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE LICENSE FEE.

This limitation applies:

Regardless of the number of claims asserted
Regardless of the legal theory (contract, tort, or otherwise)
To all causes of action in the aggregate

9. Termination

9.1 Termination by Licensor

Licensor may terminate this Agreement immediately and without notice if You:

Breach any term of this Agreement (including the prohibitions in Section 2.2)
Fail to cure a breach within 15 calendar days of written notice
File for bankruptcy or become insolvent
Engage in Unethical or Illegal Use of the Software

9.2 Effect of Termination

Upon termination of this Agreement:

All usage rights granted herein immediately and irrevocably cease.
You must delete all copies of the Software from all systems, devices, and backups within 30 days.
You must take down any Deployed Projects operating in violation of this Agreement.
Upon Licensor's request, you must provide written certification of destruction of all copies.
Sections 3, 4, 6, 7, 8, and 10 survive termination indefinitely.

9.3 Termination by Licensee

You may terminate this Agreement at any time by:

Deleting all copies of the Software from all systems
Taking down all Deployed Projects built using the Software
Notifying Licensor in writing at [email protected]

⚠️ No refunds upon termination. The License Fee is non-refundable after purchase, regardless of the reason for termination.

10. Governing Law and Dispute Resolution

10.1 Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Licensor is domiciled at the time the dispute arises, without regard to conflict of law provisions or principles.

💡 Why Licensor's domicile? This ensures consistent legal treatment regardless of where the Licensee is located, and prevents forum shopping.

10.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement — including its existence, validity, interpretation, performance, breach, or termination — shall be settled by binding arbitration under the following conditions:

Aspect	Requirement
Language	English
Proceedings	Conducted remotely (video conference) unless both parties agree to in-person
Decision	The arbitrator's decision shall be final and binding on both parties
Enforcement	Judgment on the award may be entered in any court having jurisdiction
Costs	Each party bears its own legal costs unless the arbitrator awards otherwise

10.3 Class Action Waiver

You agree to resolve disputes only on an individual basis and hereby waive any right to participate in a class action, collective action, or representative proceeding against Licensor. This waiver applies to the fullest extent permitted by applicable law.

10.4 Injunctive Relief

Notwithstanding the arbitration provisions above, Licensor may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or enforce the prohibitions in Section 2.2, without the requirement of posting a bond or proving actual damages.

11. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, warranties, and understandings — whether written or oral — concerning the same subject matter.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

Waiver: The failure of Licensor to enforce any provision of this Agreement shall not constitute a waiver of that provision or the right to enforce it at a later time.

Assignment: You may not assign or transfer this Agreement or any rights hereunder without the prior written consent of Licensor. Licensor may assign this Agreement freely.

12. Contact Information

For licensing inquiries, enterprise licensing, or legal questions:

Channel	Contact
Email	[email protected]
General Support	[email protected]
Website	scalewithalap.com