Micropreneur Starter Pro Commercial License Agreement

Version 1.0 Effective Date: September 1, 2026

Copyright © 2026 SchoonLabs LLC. All rights reserved except as expressly provided in this Agreement or an applicable Open Source License.

Plain English summary

This summary is provided for convenience. The numbered terms below control if the summary conflicts with them.

The Licensee may use and modify Starter Pro to build unlimited products, including SaaS and client products, and may let its employees and contractors work with the source. The Licensee may keep using every version it lawfully receives.

The Licensee may not resell or publish the proprietary source, share it with unlicensed third parties, or use it in a competing development product. A client needs its own license before receiving the proprietary source.

1 Agreement and acceptance

This Micropreneur Starter Pro Commercial License Agreement (the "Agreement") is between SchoonLabs LLC, a Texas limited liability company (“Licensor”), and the individual or single legal entity identified as the purchaser in the applicable Order ("Licensee").

An "Order" is the purchase record, checkout transaction, invoice, or other ordering document that identifies the Licensee's purchase of Starter Pro.

By purchasing, downloading, accessing, or using Starter Pro after being presented with this Agreement and affirmatively accepting it, the Licensee agrees to this Agreement. An individual accepting for a legal entity represents that the individual has authority to bind that entity.

2 Definitions

"Authorized User" means an employee or individual contractor who accesses Starter Pro only to work for the Licensee or an authorized Client and is bound by confidentiality terms that reasonably protect proprietary source code.

"Client" means a person or legal entity receiving custom development services directly from the Licensee. A customer or end user of a generally available SaaS product is not a Client merely because the customer or end user purchases or uses that product.

"Commercial Materials" means the proprietary source code, documentation, examples, configuration, design assets, scripts, and other materials first released under this Agreement after the commercial licensing boundary recorded in LICENSES/PROVENANCE.json. Commercial Materials include Updates released under this Agreement. They exclude Open Source Materials.

"Deployment Artifact" means a compiled, bundled, minified, containerized, or packaged End Product that does not provide Starter Pro as reusable development source code.

"Development Product" means a product primarily used to help others create software from Commercial Materials or recognizable derivatives. Examples include starter kits, boilerplates, source-code templates, component libraries, application generators, website builders, and development frameworks. An ordinary SaaS product is not a Development Product merely because it has APIs, configurable features, workspaces, custom domains, or administrative tools.

"End Product" means a commercial or free application, website, SaaS service, API, or other product built with Starter Pro. It must provide substantial value beyond making Starter Pro available to others.

"Open Source Materials" means materials separately licensed under the MIT License or another open-source license, including Micropreneur Starter and Starter Pro code through the last MIT-licensed commit recorded in LICENSES/PROVENANCE.json.

"Starter Pro" means the Micropreneur Starter Pro product delivered under an Order, including its Commercial Materials and accompanying Open Source Materials. Starter Pro does not include Elements Pro or another separately identified Micropreneur product unless the Order expressly includes it.

"Update" means a fix, improvement, feature, documentation revision, or other Starter Pro release that Licensor makes generally available to Starter Pro licensees after the Licensee's purchase.

3 License grant and permitted use

Subject to payment of the applicable fees and compliance with this Agreement, Licensor grants the Licensee a perpetual, worldwide, non-exclusive, non-transferable license to do the following:

1. Access, copy, use, and modify Commercial Materials as reasonably necessary to develop, test, back up, deploy, operate, and maintain End Products.

2. Create and operate an unlimited number of commercial or non-commercial End Products.

3. Sell access to, license access to, or otherwise commercially exploit End Products.

4. Create an unlimited number of custom End Products for Clients.

5. Permit Authorized Users to access and modify Commercial Materials solely on the Licensee's behalf.

6. Use hosting providers, cloud platforms, development services, and other contractors acting on the Licensee's behalf.

7. Distribute Deployment Artifacts as part of an End Product when reasonably necessary to deliver or operate that End Product.

The Licensee does not need a separate license for each End Product. A license purchased by a legal entity covers only that entity. It does not cover a parent company, subsidiary, sister company, portfolio company, or other affiliate unless an Order expressly says otherwise.

The Licensee may deliver a completed End Product and necessary Deployment Artifacts to a Client. The Licensee may not give a Client Commercial Materials in source form unless the Client first obtains its own valid Starter Pro license. Client work may not be used as a means to redistribute Starter Pro.

Except after termination under Section 9, the license to each version of Starter Pro lawfully received by the Licensee is perpetual.

4 Restrictions

The Licensee may not do any of the following or knowingly help another person do so:

1. Sell, license, publish, distribute, or otherwise provide Commercial Materials as a standalone product or reusable development resource.

2. Publish Commercial Materials in a public source-code repository or disclose them to a person who is not permitted access under this Agreement.

3. Create, sell, license, distribute, or operate a Development Product that is substantially derived from Commercial Materials.

4. Offer a hosted service whose primary purpose is to let third parties generate, download, copy, or create applications or source code using Commercial Materials.

5. Sublicense Starter Pro except for the limited access expressly permitted for Authorized Users and Clients.

6. Sell, rent, transfer, publish, or share repository access, download credentials, or another delivery mechanism.

7. Remove or obscure a copyright, license, trademark, or proprietary notice contained in Commercial Materials.

8. Intentionally upload Commercial Materials to a public dataset, public prompt library, public model-training corpus, or another resource designed to make the source available to unrelated third parties.

The Licensee may publish portions of an End Product that do not contain or disclose Commercial Materials. The Licensee may not publish derivative source that would let a recipient obtain substantially the same reusable development functionality as Starter Pro without purchasing a license. Licensor may approve an exception in writing.

This Section does not prevent the Licensee from independently developing an End Product that competes with a product operated by Licensor. The restrictions concern the use and redistribution of Commercial Materials, not competition with Licensor generally.

5 Ownership and open source materials

Licensor retains ownership of Commercial Materials. The Licensee retains ownership of its independently created code, content, data, business logic, designs, trademarks, and End Products, subject to Licensor's rights in any Commercial Materials incorporated into them. A modification that is a derivative work of Commercial Materials remains subject to this Agreement. This Agreement does not transfer ownership of Starter Pro or grant rights by implication.

Nothing in this Agreement revokes, narrows, replaces, or changes any right previously or separately granted under the MIT License or another open-source license. The applicable LICENSES/PROVENANCE.json record, release information, license notices, and third-party notices identify the boundary between Open Source Materials and Commercial Materials. Each portion remains subject to its applicable license. If this Agreement conflicts with an Open Source License for Open Source Materials, the Open Source License controls for those materials.

The Licensee may make truthful statements that an End Product was built using Starter Pro but may not imply Licensor's endorsement, partnership, certification, or sponsorship. Licensor may not publicly identify the Licensee as a customer or use its name or logo without permission.

The Licensee may voluntarily provide feedback about Starter Pro. The Licensee grants Licensor a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right to use and commercialize that feedback. This right does not include the Licensee's confidential source code, customer data, trademarks, or proprietary business information.

6 AI tools and third party services

The Licensee may use private source-control hosting, continuous-integration services, security scanners, AI coding assistants, code-review systems, development agents, and similar services to develop, test, review, maintain, or operate an End Product.

When a service processes Commercial Materials, the Licensee must use available privacy, confidentiality, retention, and training controls that are reasonably appropriate for proprietary source code. The Licensee remains responsible for its use of the service. Ordinary use of a commercial AI coding service is not prohibited merely because the service processes source code on third-party infrastructure. The Licensee may not intentionally use Commercial Materials to train a public or other-customer-facing model.

Starter Pro may use or depend on third-party software, APIs, platforms, frameworks, packages, payment processors, authentication providers, hosting providers, or other services. Those services are governed by their own terms, licenses, prices, and technical requirements. Licensor does not control them and is not responsible for their changes, outages, discontinuation, defects, security incidents, or other acts or omissions. The Licensee is responsible for the accounts, licenses, credentials, consents, and subscriptions required for its End Products.

7 Delivery updates support and refunds

Licensor may deliver Starter Pro through a private Git repository, download, package registry, customer portal, or another controlled method. Repository access is a delivery method, not the license itself. Licensor may change the delivery method. The Licensee is responsible for retaining lawful copies of versions it wants to preserve.

Licensor may suspend access for unauthorized use, credential sharing, a security incident, nonpayment, fraud, or breach. Suspension alone does not end rights to versions already received unless Section 9 terminates them.

The purchase includes ordinary Updates at no additional fee while Licensor maintains and distributes Starter Pro as a commercial product. Licensor does not promise a minimum maintenance period or continued support for a feature, dependency, integration, or technology. Licensor may modify or discontinue Starter Pro without ending perpetual rights to versions already received. An Update does not include a separate product, hosting or consulting service, premium add-on, or independently sold successor. Licensor will decide in good faith whether future functionality is an Update or separate product.

The purchase includes twelve months of email support beginning on the Order date. Support covers reasonable questions about installation, documented functionality, licensing, and defects reproducible in an unmodified or minimally modified release. Support does not include custom development, architecture consulting, unrelated third-party code, customer-specific features, or a guaranteed response or resolution time. Expiration of support does not affect the license or Updates.

The Licensee may request a full refund within fourteen calendar days after the Order date by contacting dan@micropreneur.dev. A request must identify the Licensee and the Order. When Licensor issues a full refund, the commercial license ends. Within ten days, the Licensee must stop using and delete all Commercial Materials and copies in its possession or control, relinquish repository access, and stop operating or distributing End Products that still contain Commercial Materials. At Licensor's request, the Licensee must certify deletion in writing. Open Source Materials and rights validly granted for them are not affected. This refund provision does not limit a right that applicable law does not permit the parties to waive.

8 Confidentiality and security

Non-public Commercial Materials are Licensor's confidential information. The Licensee must use reasonable measures to protect them from unauthorized access or disclosure and may disclose them only as this Agreement permits.

These duties do not apply to information that the Licensee can demonstrate:

1. Became public through no breach of this Agreement.

2. Was lawfully known to the Licensee without a confidentiality restriction before Licensor disclosed it.

3. Was lawfully received from a third party without a confidentiality restriction.

4. Was independently developed without using or referring to Commercial Materials.

If law requires disclosure, the Licensee may disclose only what the law requires. When legally permitted, the Licensee must first give Licensor prompt notice and reasonable assistance in seeking confidential treatment. The Licensee must promptly notify Licensor after discovering unauthorized access to or disclosure of Commercial Materials and reasonably cooperate to contain it.

9 Term and termination

This Agreement begins when the Licensee accepts it and continues until terminated. Licensor may terminate the Licensee's rights if the Licensee materially breaches this Agreement and does not cure the breach within fourteen days after written notice describing it. Licensor may terminate immediately by written notice if the breach cannot reasonably be cured or consists of knowing and intentional unauthorized sale, publication, or mass redistribution of Commercial Materials.

After termination, the Licensee must stop using Commercial Materials to create new End Products or materially develop existing End Products. The Licensee must delete development copies within its possession or control, except copies that law requires it to retain, and must stop providing Commercial Materials to Authorized Users. Access to future Updates, repositories, downloads, and support ends.

An End Product lawfully created and deployed before termination may continue to operate for users who had access before termination, provided that continued operation does not redistribute Commercial Materials. Termination does not affect rights that the Licensee independently holds under an Open Source License.

Licensor may not terminate the license merely because it changes its business model, pricing, licensing strategy, ownership, or product strategy. Licensor's discontinuation of Starter Pro does not terminate this Agreement.

Sections concerning restrictions, ownership, Open Source Materials, confidentiality, refunds, warranties, liability, indemnification, accrued payments, governing law, disputes, and provisions that by their nature should survive will survive termination.

10 Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STARTER PRO, COMMERCIAL MATERIALS, DOCUMENTATION, UPDATES, SUPPORT, AND RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." LICENSOR DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

LICENSOR DOES NOT WARRANT THAT STARTER PRO WILL MEET THE LICENSEE'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR DEFECTS, REMAIN SECURE OR VULNERABILITY-FREE, REMAIN COMPATIBLE WITH A THIRD-PARTY SERVICE, PRESERVE BACKWARD COMPATIBILITY, OR SATISFY A PARTICULAR LEGAL, REGULATORY, SECURITY, PRIVACY, FINANCIAL, HEALTHCARE, OR COMPLIANCE REQUIREMENT.

The Licensee is responsible for reviewing, testing, securing, configuring, deploying, monitoring, backing up, and maintaining its End Products. The Licensee must determine whether Starter Pro and each End Product are suitable for its intended use and comply with applicable laws, contracts, industry requirements, and third-party terms.

Nothing in this Agreement excludes a warranty or other right that applicable law does not permit the parties to exclude.

11 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, STARTER PRO, UPDATES, SUPPORT, OR THE LICENSEE'S USE OR INABILITY TO USE STARTER PRO. THIS EXCLUSION INCLUDES LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, CUSTOMERS, OR OPPORTUNITIES, BUSINESS INTERRUPTION, SUBSTITUTE SERVICES, SECURITY INCIDENTS, AND CLAIMS ARISING FROM THE LICENSEE'S DEPLOYMENT, OPERATION, MODIFICATION, CONFIGURATION, OR DISTRIBUTION OF AN END PRODUCT. THE EXCLUSION APPLIES UNDER ANY LEGAL THEORY EVEN IF LICENSOR WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT, STARTER PRO, UPDATES, SUPPORT, OR RELATED MATERIALS WILL NOT EXCEED THE AMOUNT THE LICENSEE ACTUALLY PAID FOR THE STARTER PRO ORDER GIVING RISE TO THE CLAIM. THE CAP IS NOT INCREASED BY THE NUMBER OF END PRODUCTS, AUTHORIZED USERS, CLIENTS, CLAIMS, INCIDENTS, OR LEGAL THEORIES. IF THE LICENSEE RECEIVED STARTER PRO WITHOUT CHARGE, LICENSOR'S AGGREGATE LIABILITY WILL NOT EXCEED US $100.

These exclusions and limits apply only to the extent permitted by law. A provision that cannot lawfully be excluded or limited will apply to the maximum extent permitted, and the remaining provisions will continue to apply.

12 Indemnification

To the extent permitted by law, the Licensee will indemnify, defend, and hold harmless Licensor and its owners, officers, directors, employees, contractors, affiliates, and agents from third-party claims, damages, judgments, settlements, penalties, liabilities, costs, and reasonable attorneys' fees arising from:

1. An End Product or the content, data, products, services, representations, or business practices offered through it.

2. The Licensee's modification, combination, configuration, deployment, operation, sale, licensing, or distribution of Starter Pro or an End Product.

3. The Licensee's violation of law, this Agreement, or a third party's privacy, publicity, intellectual-property, contractual, or data-protection rights.

4. Unauthorized disclosure, publication, resale, sublicensing, or redistribution of Commercial Materials by the Licensee or an Authorized User, or an act or omission of a Client for which the Licensee is responsible under this Agreement.

The Licensee has no duty to indemnify Licensor to the extent a claim results directly from Licensor's fraud, willful misconduct, knowing violation of law, or unmodified Commercial Materials as originally supplied by Licensor allegedly infringing a third party's intellectual-property rights.

Licensor must give reasonably prompt notice of an indemnified claim and reasonable cooperation. The Licensee may control the defense and settlement. The Licensee may not settle a claim in a way that admits wrongdoing by, imposes non-monetary obligations on, or restricts Licensor without Licensor's prior written consent, which may not be unreasonably withheld. A notice delay reduces the Licensee's obligations only to the extent it materially prejudices the defense. Licensor may participate through its own counsel at its own expense.

Unless a separate written agreement signed by Licensor states otherwise, Licensor provides no intellectual-property, security, data-protection, regulatory, or other indemnity to the Licensee. This Section does not limit a right or remedy that applicable law does not permit the parties to waive.

13 General terms

Governing law and disputes. Texas law governs this Agreement without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before filing suit, a party must give written notice of the dispute and requested relief. The parties will try to resolve the dispute for thirty days after receipt. Either party may seek urgent relief to protect confidential information, intellectual property, or proprietary source code. All other proceedings must be brought in the state or federal courts in Travis County, Texas. Each party consents to those courts.

Jury and class waivers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES A JURY TRIAL AND MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. A WAIVER DOES NOT APPLY WHERE LAW PROHIBITS IT.

Notices. Legal notices must be in writing. Notices to Licensor must be sent to dan@micropreneur.dev. Licensor may use the contact information in the Order to notify the Licensee. Notice is effective on delivery.

Assignment. The Licensee may not transfer this Agreement without Licensor's written consent. A prohibited transfer is void. Licensor may transfer this Agreement with a merger, reorganization, sale of substantially all assets related to Starter Pro, or transfer of Starter Pro to a successor. The successor remains bound by Licensor's obligations and perpetual grants.

Agreement version and priority. The accepted version governs the applicable Order. Licensor may revise terms for future purchases but may not reduce rights already granted for versions received. A separately negotiated agreement signed by both parties controls first, followed by the Order, this Agreement, and incorporated supplemental terms. An Order changes this Agreement only when it identifies the changed provision. Marketing, documentation, and informal communications do not change this Agreement.

Entire agreement and changes. This Agreement, the Order, and incorporated documents form the entire agreement about Starter Pro. An amendment must be in writing and accepted by authorized representatives of both parties. Licensor may change administrative procedures, contact information, and delivery methods without requiring a new agreement.

Taxes and trade laws. Fees exclude taxes unless the Order says otherwise. The Licensee is responsible for transaction taxes other than taxes on Licensor's net income. The Licensee must comply with applicable export-control, sanctions, import, and trade laws and represents that it may lawfully receive Starter Pro.

Force majeure. Neither party is liable for failure to perform a non-payment obligation because of circumstances beyond its reasonable control. This does not affect perpetual rights to versions already received.

Independent parties. The parties are independent contractors. Neither may bind the other without written authority. This Agreement creates no partnership, agency, employment, fiduciary relationship, or third-party beneficiary.

Severability and waiver. An invalid provision will be modified only as needed to make it enforceable or, if that is not possible, severed. The remaining terms remain effective. A waiver must be in writing and applies only to the specific instance.

Electronic acceptance and records. Electronic acceptance and signatures are effective to the extent permitted by law. Licensor may retain the Order, accepted Agreement version, acceptance time, purchase amount, and related transaction records.

Questions about this Agreement may be sent to dan@micropreneur.dev.