Swapy Commercial Developer License Agreement

This Software License Agreement (the “Agreement”) is entered into by and between Taha Shashtari (“Taha Shashtari”) and You (including your agents and affiliates), the commercial licensee of Taha Shashtari's software. In the event that You have not acquired a commercial license for Swapy from Taha Shashtari, these terms shall not apply, and Your use of the Taha Shashtari software shall instead be governed by the GNU General Public License, version 3.

Definitions

1. “Application” refers to any software, application, or components developed by Your Licensed Developers using the Software or Modifications in compliance with this Agreement.
2. “End User” means an individual who licenses Your Application solely for personal use and not for redistribution, resale, user interface design, or software development purposes.
3. “Licensed Developer” refers to an individual authorized to use the Software and create Modifications for Your Applications, whether such individual is Your employee, consultant, or contractor providing services to You.
4. “Modification” means any alteration, adaptation, or derivative work of the Software created by You.
5. The “Software” refers to Swapy version 1.

Commercial license grant

Subject to the terms of this Agreement, Taha Shashtari grants You a revocable, non-exclusive, non-transferable license: (i) permitting one (1) Licensed Developer to use the Software to create Modifications and Applications; (ii) authorizing You to distribute the Software and/or Modifications to an unlimited number of End Users solely as integrated into the Applications; and (iii) allowing End Users to use the Software as incorporated into Your Applications in accordance with the terms of this Agreement.

You are entitled to receive all updates within the major version of the Software licensed to You, as well as any subsequent version of the Software explicitly authorized in writing by Taha Shashtari for Your use. (For example, if You purchased a license for version 1.0, this license permits You to use version 1.9, but not 2.0.) Taha Shashtari makes no representation or guarantee that any update will be compatible with Your Application.

Ownership

This Agreement constitutes a license and not a sale. Taha Shashtari retains ownership of all intellectual property rights inherent in or associated with the Software and its source code. These rights include, but are not limited to, all copyrights, patent rights, rights related to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how), and all other rights not expressly granted under this Agreement.

You shall not remove, obscure, or alter any copyright notice, acknowledgment, attribution, trademark, warning, or disclaimer included with, embedded in, or otherwise associated with the Software. However, You are permitted to create, use, and distribute compressed or “minified” versions of the Software that do not include the notices contained in the Software’s source code, provided that You fully comply with the terms of this license.

Prohibited Uses

Your Application must provide functionality that is substantially distinct from, and must not directly compete with, the Software.

You are prohibited from distributing the Software or Modifications except as integrated into Your Application.

If You develop an Application for a customer, You are responsible for ensuring that the customer uses the Software solely as integrated into Applications licensed under this Agreement.

Your Application must not allow End Users to create separate applications that incorporate the Software or Modifications. For instance, if Your Application functions as a development toolkit, library, application builder, or website builder enabling the incorporation of the Software into a new application, You must obtain a separate OEM license from Taha Shashtari.

Termination

This Agreement and the license granted hereunder shall remain in effect until terminated in accordance with this Section. Unless otherwise specified in this Agreement, the license shall continue for as long as Your use of the Software complies with the terms set forth herein.

Taha Shashtari reserves the right to terminate this Agreement and the license granted hereunder immediately if You breach any material terms of this Agreement and fail to remedy such breach within thirty (30) days of receiving notice from Taha Shashtari. Upon termination of this Agreement, all licenses granted to You under this Agreement shall automatically terminate, and You shall immediately cease all use and distribution of the Software.

Upon termination of this Agreement, You must immediately cease all use of the Software. If, prior to the breach of this Agreement, You delivered Applications incorporating the Software to Your End Users, the licenses of those End Users shall remain valid despite the termination.

Disclaimer of Warranties

TO THE EXTENT PERMITTED BY LAW, TAHA SHASHTARI DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE. TAHA SHASHTARI DOES NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE OR YOUR APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR TAHA SHASHTARI TO ENSURE SUCH OPERATION.

Limitation of Liabilities

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TAHA SHASHTARI BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE CODE IT PRODUCES, OR ANY OTHER SUBJECT MATTER RELATING TO THIS AGREEMENT, EVEN IF TAHA SHASHTARI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, TAHA SHASHTARI'S ENTIRE LIABILITY WITH RESPECT TO ANY SUBJECT MATTER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSE, OR (II) FIVE HUNDRED DOLLARS ($500).

Indemnification

When redistributing the Software or Modifications as part of Your Application, You may choose to offer support, warranty, indemnity, or other liability obligations and/or rights in accordance with this Agreement. However, by accepting such obligations, You do so solely on Your own behalf and at Your own risk, and not on behalf of Taha Shashtari.

You agree to indemnify, hold harmless, and defend Taha Shashtari from and against any and all claims, lawsuits, and proceedings (collectively “Claims”), as well as all expenses, costs (including attorney's fees), judgments, damages, and other liabilities arising from such Claims, that result from: (i) Your use of the Software in violation of this Agreement; (ii) the use or distribution of Your Application, except where such claim is based solely on the inclusion of the Software; (iii) Your Modification of the Software’s source code; or (iv) Your acceptance of support, warranty, indemnity, or additional liability as outlined in Section 8.1.

Payment and Taxes

All payments required under this Agreement shall be payable to Taha Shashtari upon Your acquisition of a license for the Software.

Each party shall be responsible for all taxes (including, but not limited to, taxes based on its income) or levies imposed on it under applicable laws, regulations, and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments); provided, however, that You shall be responsible for any value-added tax, use tax, sales tax, or similar taxes, and shall pay or reimburse Taha Shashtari for the same upon receipt of an invoice. Each party shall provide evidence of such paid taxes as is sufficient to enable the other party to claim any available credits, including original tax withholding certificates.

Miscellaneous

Software Updates and Upgrades. The license granted herein applies solely to the version of the Software available at the time of purchase in accordance with the terms of this Agreement, as well as to any updates and/or upgrades to which You may be entitled. Any prior or subsequent license granted to You for the use of the Software shall be governed by the terms and conditions of the agreement entered into at the time of purchase or download of that particular version of the Software.

Survival. The provisions of Sections 4 through 10 shall survive the termination of this Agreement.

Compliance with Applicable Laws. You agree to comply with all applicable laws and regulations regarding the Software, including, but not limited to, all export control laws and regulations.

Assignment. This Agreement may be assigned by Taha Shashtari in whole or in part and shall inure to the benefit of Taha Shashtari’s successors and assigns. You may not assign or transfer this Agreement without Taha Shashtari’s prior written consent. Notwithstanding the foregoing, however, if You transfer ownership of an Application to a customer for which it was developed, You may assign this Agreement to that customer (the “Assignee”), provided that: (i) You provide written notice to Taha Shashtari prior to the effective date of such assignment; and (ii) there is a written agreement in which the Assignee accepts the terms of this Agreement.

Entire Agreement. The terms and conditions set forth herein constitute the entire agreement between the parties and supersede all prior contracts, agreements, and understandings, whether written or oral, relating to the subject matter hereof.

Severability. If any portion of this Agreement is found to be unenforceable, such portion shall not limit, modify, or affect any other provision of this Agreement.

Modification; Waiver. This Agreement may only be amended by a written instrument executed by both parties. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.

Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of laws provisions. All parties irrevocably submit to the jurisdiction of the state or federal courts located in the State of New York and agree to initiate any litigation arising under this Agreement in the state or federal courts within the judicial district of New York County, New York. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Government Use. If the Software or any related documentation is licensed to the U.S. Government or any agency thereof, it shall be considered "commercial computer software" or "commercial computer software documentation" as defined in 48 CFR § 12.212 or 48 CFR § 227.7202. The Software is being licensed only with the rights granted to all other licensees as outlined in this Agreement.