Fatleon Commerce — Agency License (v2.2) The version of this license included with your purchase at the time of purchase governs your rights. Licensor may publish updated versions for future purchases only. Purchase price, refunds, taxes, and checkout terms are governed by your storefront (for example Lemon Squeezy) and any separate Terms of Sale — not by this file. If you purchased the Standard product SKU, LICENSE-STANDARD applies instead. Copyright (c) the Licensor named on your purchase receipt. All rights reserved. ================================================================================ 1. PARTIES AND ACCEPTANCE ================================================================================ "Licensor" means the seller of this Kit, as identified on your invoice or purchase receipt (name, store name, and/or contact email). "You" or "Licensee" means the individual or legal entity that obtained this kit under the Agency product SKU through an authorized purchase from Licensor (for example a freelancer, studio, agency, or integrator). By downloading, cloning, or using the Kit Source (defined below), you agree to this Agency License. If you do not agree, do not use the Kit Source. ================================================================================ 2. DEFINITIONS ================================================================================ "Kit Source" means the source code, documentation, configuration, scripts, and other materials included in the Fatleon Commerce deliverable provided by Licensor (excluding third-party components under Section 6). Kit Source and "Software" mean the same thing in this license. "Agency License" means the perpetual license granted under this document for use of the Kit Source to deliver client work, as described in Section 3, unless terminated under Section 10. "Production Storefront" means one (1) independently operated customer-facing ecommerce store or business. Domain changes for the same store do not create an additional Production Storefront. Separate brands or independent businesses count as separate Production Storefronts. "End Client" means a third party for whom Licensee performs development, customization, deployment, or hosting services using the Kit Source under this Agency License. "Client Deliverable" means a customized Production Storefront (and related Non-production Environments) that Licensee creates for an End Client using the Kit Source, which may incorporate Licensee Customizations and Client Materials. "End Client Project License" means the limited sublicense Licensee may grant to an End Client under Section 3(f), under the authority of this Agency License, to possess, use, and modify the source of one specific Client Deliverable (including Kit Source contained in that repository) solely to operate and maintain that Client Deliverable. It is not a transfer of ownership of Kit Source and is not a separate or broader license from Licensor to the End Client. "Authorized Maintainer" means an employee or service provider authorized by an End Client to operate, maintain, deploy, back up, or update that End Client's specific Client Deliverable on the End Client's behalf. "Non-production Environment" means staging, preview, CI, or development copies for a Production Storefront licensed under this Agency License. "Licensee Customizations" means code, designs, configurations, and other materials that Licensee (or its personnel or contractors) independently creates or adds when building a Client Deliverable, excluding unmodified Kit Source. "Client Materials" means an End Client's products, media, copy, logos, trademarks, customer data, orders, and other content supplied by or belonging to the End Client. "Infrastructure" means hosting and cloud accounts (for example AWS Amplify, Cognito, DynamoDB, S3, Stripe, PayPal) used to run a Production Storefront. ================================================================================ 3. GRANT OF LICENSE (AGENCY — UNLIMITED CLIENT STOREFRONTS) ================================================================================ Subject to your compliance with this Agency License and payment of applicable fees, Licensor grants you a perpetual, non-exclusive, non-transferable license to: (a) use and modify the Kit Source to build an unlimited number of Client Deliverables (Production Storefronts) for End Clients; (b) deploy Client Deliverables to Infrastructure controlled by Licensee or, at Licensee's direction, Infrastructure controlled by the End Client (for example the End Client's AWS account), including ongoing operation, maintenance, and hosting performed by Licensee on Licensee's or End Client's Infrastructure; (c) store the Kit Source and permitted modifications in private repositories accessible only to Licensee and authorized personnel and contractors working on Licensee's behalf; (d) permit employees and contractors to use the Kit Source solely while performing work on Licensee's behalf under this Agency License. There is no per-developer or per-client seat limit. Contractors may not reuse, retain, or redistribute the Kit Source for unrelated work or other clients after their engagement with Licensee ends; (e) use AI-assisted development tools, provided such use does not grant any unauthorized third party access to, rights in, or possession of the Kit Source; and (f) transfer the source code of a specific Client Deliverable (a customized project repository) to the End Client for that project. In doing so, Licensee may grant that End Client an End Client Project License — a limited sublicense under the authority of this Agency License, not a separate license from Licensor — limited as follows: • End Client may use and modify that Client Deliverable source solely to operate, maintain, and update that one Production Storefront and its reasonable Non-production Environment(s), including backup, migration, and deployment on private Infrastructure; • End Client may permit Authorized Maintainers to access and work on that Client Deliverable solely for that Production Storefront, provided Authorized Maintainers do not use or retain the Kit Source for unrelated projects, other clients, or redistribution; • End Client may NOT use the transferred source to create additional Production Storefronts, resell or redistribute the Kit Source as a template or starter kit, publish the Kit Source (or substantial portions) to public repositories, or use it to build a competing boilerplate or website builder; • End Client does not receive ownership of Kit Source and does not receive any license from Licensor except this limited sublicense granted by Licensee under Section 3(f). End Client may obtain a broader license only by separately purchasing from Licensor. This Agency License is personal to the purchasing individual or legal entity named on the purchase receipt. It may not be assigned or transferred to another individual or entity without Licensor's prior written consent. Licensee is solely responsible for compliance, content, and lawful use of stores deployed on Infrastructure Licensee or End Clients control (including product categories, payments, and regional laws). Accounts, fees, and data for AWS, payment providers, email, domains, and other third-party services are the responsibility of Licensee and/or End Clients. Licensor does not operate or supervise those accounts. ================================================================================ 4. RESTRICTIONS (ALL TIERS — RESELLER BAN) ================================================================================ You may NOT, and may NOT permit others to (except as expressly allowed in Section 3(f) for a specific End Client Project License): (a) sell, sublicense, rent, lease, lend, or otherwise redistribute the Kit Source or other redistributable kit materials as a product, template, starter kit, boilerplate, theme, or competing kit, whether for free or for a fee — including providing the original or lightly modified Kit Source to End Clients or third parties for independent reuse; (b) make the Kit Source or any substantial portion thereof available to any person not authorized under this license (including public repositories or file-sharing); (c) use the Kit Source as the basis of a multi-tenant SaaS, website builder, or ecommerce platform where third parties obtain substantially similar kit functionality without a separate license from Licensor; (d) remove or alter proprietary notices except as needed for lawful use; or (e) imply that Licensor endorses Licensee or End Clients without permission. Permitted (Agency): • White-label and customize Client Deliverables for End Clients. • Hand over operation of a deployed store to an End Client. • Transfer a Client Deliverable's customized source to an End Client under Section 3(f). • Host and manage stores on Licensee's AWS (or other) accounts, or help End Clients deploy to their own accounts. Not prohibited: • End users visiting a deployed store and purchasing goods or services. • Normal compiled or minified assets delivered to browsers. ================================================================================ 5. OWNERSHIP ================================================================================ Licensor retains all right, title, and interest in and to the Kit Source. This license does not determine ownership of Licensee Customizations as between Licensee and an End Client. Licensee is responsible for defining ownership, assignment, and deliverables in its agreement with each End Client. End Clients retain ownership of Client Materials, subject to their agreements with Licensee and third-party service terms. Transfer of a Client Deliverable source under Section 3(f) does not transfer ownership of the Kit Source to the End Client. A Client Deliverable repository may contain Kit Source together with Licensee Customizations and Client Materials. Licensor does not require physical separation of every line of code. Rights are scoped by this license: Kit Source remains subject to Licensor's terms; an End Client Project License covers only the rights necessary to operate and maintain that specific Client Deliverable. No rights are granted except as expressly stated in this license. ================================================================================ 6. THIRD-PARTY SOFTWARE AND SERVICES ================================================================================ The Kit Source depends on third-party open-source components and cloud services. Those remain under their own licenses and terms. Licensee and End Clients are responsible for their own provider accounts and compliance. See the NOTICE file included with the Kit, which identifies applicable third-party software, licenses, and notices. ================================================================================ 7. UPDATES AND SUPPORT ================================================================================ Unless your purchase agreement says otherwise, Licensor is not obligated to provide updates or support. A perpetual license does not entitle Licensee to future versions unless separately offered by Licensor. ================================================================================ 8. DISCLAIMER OF WARRANTIES ================================================================================ THE KIT SOURCE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ================================================================================ 9. LIMITATION OF LIABILITY ================================================================================ TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THE KIT SOURCE, CLIENT DELIVERABLES, OR END CLIENT OPERATIONS. Licensor's aggregate liability shall not exceed the total fees you actually paid to Licensor for this Agency License (or USD 100 if no fee was paid). ================================================================================ 10. TERMINATION ================================================================================ Licensor may terminate this Agency License if Licensee materially breaches it and fails to cure within fourteen (14) days after written notice (where cure is reasonably possible), or immediately for breaches that cannot reasonably be cured (for example public redistribution of the Kit Source). Examples of material breach include, without limitation: redistributing the Kit Source as a template or competing product; making the Kit Source publicly available; using the Kit Source for unauthorized new commercial projects after notice; or permitting contractors to retain or reuse the Kit Source outside Licensee's agency work. Upon termination: (a) Licensee must cease all further use of the Kit Source, including for new Client Deliverables, new Production Storefronts, and new deployments; (b) Licensee must not deploy or launch new Production Storefronts using the Kit Source after the effective date of termination; (c) Client Deliverables already deployed and operating before the effective date of termination may continue to operate, and End Client Project Licenses already granted for those deliverables may continue, provided neither Licensee nor any End Client (including Authorized Maintainers) uses Kit Source contained in those Client Deliverables to create new unrelated Production Storefronts or projects, build competing products, or redistribute the Kit Source outside the rights granted under this license or an applicable End Client Project License; (d) End Clients do not receive any broader license from Licensor upon termination. Termination does not transfer ownership of Licensee Customizations or Client Materials to Licensor. ================================================================================ 11. GOVERNING LAW AND VENUE ================================================================================ This license is governed by the laws of the Hong Kong Special Administrative Region. The courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction, subject to mandatory consumer protections that cannot be waived. ================================================================================ 12. ENTIRE AGREEMENT ================================================================================ This license, together with your purchase receipt (including license version and SKU) and any separate Terms of Sale, is the entire agreement regarding rights to use the Kit Source under the Agency SKU. In the event of a conflict, the following order of precedence applies: (1) this License with respect to software usage rights; (2) the applicable Terms of Sale with respect to purchase, payment, refunds, and transaction terms; and (3) the purchase receipt for SKU and order-specific information. ================================================================================ Plain-language summary (Agency License): • Buy once → perpetual license → unlimited client storefronts. • You may give an End Client the customized project repo for that one store (limited sublicense you grant — not a new license from Licensor). • End Client may use Authorized Maintainers (staff, DevOps, another agency) for that store only. • Host on your AWS or the client's AWS — your compliance responsibility. • NEVER resell or redistribute the Kit Source as a template. Not open source. • License is personal to the buyer; not transferable without written consent.