License

Plans at a glance

• Solo 1 seat Projects you own.
• Team Up to 5 seats Projects you own, plus priority issues on the repo.
• Agency Unlimited seats Projects you own and Client Projects, with transfer on handover.

1 Definitions

"Licensor" means Jorge Barnaby, the copyright holder of the Software, and any successor to whom the Licensor assigns that copyright.

"Licensee" means the individual or single legal entity that has lawfully obtained a copy of the Software by purchasing a Plan.

"Plan" means the license tier the Licensee purchased (Solo, Team, or Agency), as described in Section 2.

"Seat" means one named GitHub account that the Licensee registers with the Licensor and that is granted access to the Licensor's private repository containing the Software.

"Project" means a software application developed by the Licensee using the Software as a starting point, including its production deployments and all derivative source code that the Licensee controls.

"Client Project" means a Project that is owned by a third party (the "Client") rather than by the Licensee.

"Updates" means revisions, new versions, and additions to the Software that the Licensor publishes to the private repository.

2 Plans

Solo 1 Seat. Projects owned by the Licensee.

• Team Up to 5 Seats. Projects owned by the Licensee, plus priority issues on the repository.

• Agency Unlimited Seats. Projects owned by the Licensee and Client Projects, with transfer to the Client on handover (Section 5), plus priority issues on the repository.

3 Grant of license

Subject to the Licensee's compliance with this License, the Licensor grants the Licensee a worldwide, non-exclusive, non-transferable, non-sublicensable, perpetual license to:

• (a) use, modify, and build upon the Software in an unlimited number of Projects owned by the Licensee and, under the Agency Plan, Client Projects as described in Section 5;

• (b) deploy those Projects commercially and earn revenue from them;

• (c) retain and modify the Software in private source control;

• (d) use AI coding assistants and agents (for example Claude Code, Cursor, or Codex) on the Licensee's copy of the Software to build Projects.

4 Seats

Access to the Licensor's private repository is limited to Seat holders. The number of Seats is set by the Licensee's Plan (Section 2). A Licensee may ask the Licensor to move a Seat to a different GitHub account, for example when a Seat holder leaves.

A Seat covers access to the Licensor's repository: starting new Projects from the Software and obtaining Updates. Once Software code has been incorporated into a Project, people working on that Project do not need a Seat. They may not be given access to the Licensor's repository or receive the Software separately from the Project.

5 Client projects (agency plan only)

Under the Agency Plan the Licensee may build Client Projects and transfer them to the Client on handover. The Client may use and modify the Software code embedded in that Client Project only as part of that Client Project. The Client may not extract that code, redistribute it, or use it to start other Projects.

Under the Solo and Team Plans the Licensee may not build Client Projects.

6 Restrictions

The Licensee MAY NOT:

• (a) resell, sublicense, redistribute, publish, or otherwise make the Software (including any substantial portion of its source code, documentation, or tests) available to any third party, whether in original or modified form, except as part of a deployed Project as permitted by Section 3 or a Client Project as permitted by Section 5;

• (b) share access credentials to the Licensor's repository, or any private copy of it, with any person who is not a Seat holder;

• (c) remove or alter any copyright, trademark, or attribution notices contained in the Software (this does not require showing attribution to end users of a Project);

• (d) use the Licensor's name, logo, or trademarks to endorse or promote any Project or derivative work without the Licensor's prior written permission;

• (e) create a competing product whose primary purpose is to be sold or distributed as a starter template, scaffold, or boilerplate substantially derived from the Software;

• (f) use the Software to train, fine-tune, or evaluate artificial intelligence models that are offered to others, or publish the Software as a dataset.

Using AI coding assistants and agents on the Licensee's own copy, as described in Section 3(d), is not restricted by Section 6(f).

7 Updates and support

The Licensee receives every Update the Licensor publishes for as long as the Licensor maintains the Software, at no further charge ("Lifetime Updates"). The Licensor is under no obligation to continue maintaining the Software. Versions the Licensee has already received remain licensed under this License permanently.

Updates are made available under this same License unless the Licensor specifies otherwise in writing at the time of delivery.

The Team and Agency Plans include priority issues on the repository. The Licensor provides no service-level agreement and is under no obligation to provide other support or maintenance.

8 Ownership and third-party components

The Software is licensed, not sold. The Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. All rights not expressly granted to the Licensee in this License are reserved by the Licensor.

Projects built with the Software (excluding unmodified portions of the Software itself) are owned by the Licensee.

Open-source dependencies included in the Software remain under their own licenses, which continue to apply to those components.

9 Payment and refunds

The license fee is a one-time payment collected at checkout by the Licensor's payment provider. Because source code cannot be returned, there are no refunds once access to the Licensor's repository has been granted. If the Software is materially defective and the Licensor cannot fix it, the Licensee may contact the Licensor, who will make a reasonable effort to resolve the problem and may, at the Licensor's discretion, issue a refund.

Nothing in this Section limits any consumer rights that cannot be waived under applicable law.

10 Termination

This License terminates automatically without notice if the Licensee materially breaches any of its terms. On termination, the Licensee must stop using the Software and destroy all copies in its possession, except that deployed Projects already in production at the time of termination may remain in operation under the previously granted rights. Termination under this Section does not entitle the Licensee to a refund.

11 Disclaimer of warranties

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. The code review reports published with the Software reflect the Licensor's good-faith efforts at a point in time and are not a guarantee of security, correctness, or fitness for any particular use. The Licensee is responsible for testing and securing the Projects it builds.

12 Limitation of liability

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE, INCLUDING INDIRECT OR CONSEQUENTIAL LOSSES. The Licensor's total cumulative liability under this License shall not exceed the total amount the Licensee paid for the Software.

13 Governing law

This License shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, claim, or controversy arising out of or relating to this License shall be resolved exclusively in the state and federal courts of competent jurisdiction located in the State of Florida, United States of America. The Licensee consents to the personal jurisdiction of those courts and waives any objection based on inconvenient forum.

14 General

If any provision of this License is held unenforceable, the remaining provisions stay in effect. A failure to enforce a provision is not a waiver of it. The Licensee may not assign this License except to a successor to all of its business that agrees to these terms in writing, and the Licensor may assign it to a successor to the copyright. Questions about this License: hello@mvpsupertemplate.com.

This License constitutes the entire agreement between the Licensee and the Licensor with respect to the Software and supersedes all prior communications, whether oral or written.