Software License Agreement

1. Definitions

For purposes of this License Agreement ("Agreement"), the following terms shall have the meanings set forth below:

"Agreement"

means this Software License Agreement, including all amendments, modifications, and supplements hereto.

"Commercial Use"

means any use, reproduction, modification, distribution, or other exploitation of the Software by or for any entity that: (i) has annual gross revenues exceeding US $100,000 in the immediately preceding twelve (12) month period; (ii) is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code with annual gross revenues exceeding US $100,000 in the immediately preceding twelve (12) month period; (iii) is owned, controlled by, or under common control with any entity meeting criteria (i) or (ii); (iv) uses the Software in connection with any commercial product, service, or offering that generates or is intended to generate revenue exceeding US $100,000 annually, regardless of the entity's size or funding status; or (v) any entity that CyberBoost LLC, in its sole discretion, determines should obtain a commercial license regardless of revenue thresholds.

"Software"

means the Grim.so software program (a product of CyberBoost LLC d/b/a Grim.so), including all source code, object code, executable files, documentation, configuration files, data files, and any Modifications thereto, whether in whole or in part, in any form, and on any media, including any updates, upgrades, bug fixes, patches, or new versions provided by Licensor.

"Small Entity"

means any individual or Legal Entity that does not meet the criteria for Commercial Use as defined herein, and that uses the Software solely for internal business operations, research, development, testing, or personal purposes, and not in connection with any revenue-generating commercial product or service.

2. Grant of Rights to Small Entities

2.1 License Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants to You, if You qualify as a Small Entity, a worldwide, royalty-free, non-exclusive, non-transferable, revocable license during the term of this Agreement to:

use, execute, and run the Software for Your internal purposes;
reproduce the Software for backup and archival purposes;
create Modifications of the Software; and
distribute the Software and Modifications, provided that such distribution complies with Section 2.2 below.

2.2 Distribution Requirements

If You distribute the Software or any Modifications:

You must retain and include with each copy all copyright, patent, trademark, and attribution notices contained in the Software;
You must include a complete copy of this Agreement with each distributed copy;
You must clearly identify any Modifications You have made;
You may not remove or alter any proprietary rights notices;
You must ensure that any recipient of the Software receives the same rights under this Agreement that You received; and
You may not impose any additional restrictions on the recipients' exercise of the rights granted herein.

3. Commercial Use License Requirement

3.1 Commercial License Trigger

If You engage in Commercial Use of the Software, You must obtain a separate commercial license from Licensor before such Commercial Use commences. The rights granted in Section 2 above do not extend to Commercial Use.

3.2 Transition Period

If You transition from Small Entity status to Commercial Use status:

You have thirty (30) days from the date You first meet the Commercial Use criteria to either: (i) obtain a commercial production license key from Licensor, or (ii) cease all use of the Software;
During such thirty (30) day period, You may continue to use the Software under this Agreement solely to the extent necessary to transition to a commercial license or to cease use;
You must promptly notify Licensor in writing of Your change in status.

3.3 Commercial License Terms

Commercial production license keys are available from Licensor under separate terms and conditions. Contact rip@grim.so for commercial licensing information.

4. Contributor License Agreement

4.1 Grant of Rights in Contributions

By submitting any Contribution to Licensor, You hereby grant to Licensor a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license, with the right to sublicense, to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Contribution.

5. Trademark Rights and Restrictions

5.1 Licensor Trademarks

Licensor owns and retains all rights in the following trademarks and service marks: "Grim.so," "CyberBoost," and any associated logos or branding elements.

5.2 Trademark Restrictions

You may not:

use any Licensor Mark as part of Your own product, service, or company name;
use any Licensor Mark in any manner that may cause confusion, mistake, or deception;
register any trademark, domain name, or other identifier that incorporates or is confusingly similar to any Licensor Mark;

6. Disclaimer of Warranties

6.1 AS-IS BASIS

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES;
DAMAGES ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE SOFTWARE;

LICENSOR'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS (US $100.00).

8. Termination

8.1 Termination for Breach

Licensor may terminate this Agreement immediately upon written notice if You materially breach any term of this Agreement and fail to cure such breach within fifteen (15) days after receiving written notice.

8.3 Effect of Termination

Upon termination of this Agreement:

all rights granted to You under this Agreement shall immediately cease;
You must promptly cease all use of the Software;
You must destroy or permanently remove all copies of the Software in Your possession or control;

9. Profit Distribution to Contributors

9.1 Revenue Sharing Commitment

CyberBoost LLC commits to distributing commercial licensing revenue from the Grim.so Software according to the following allocation structure:

Up to thirty-three percent (33%) of net profits from Grim.so commercial licensing shall be distributed quarterly to Approved Active Contributors;
Thirty-three percent (33%) of net profits shall be allocated for operational overhead and business expenses;
Thirty-three percent (33%) of net profits shall be allocated for investments, reserves, and business development;

9.2 Approved Active Contributors

To qualify for profit distribution, a Contributor must be designated as an "Approved Active Contributor" by CyberBoost LLC based on significant ongoing contributions, active participation, and formal approval.

9.4 No Guarantee or Obligation

Profit distribution under this Section 9 is discretionary and subject to business performance, cash flow, and other operational considerations. No Contributor has a guaranteed right to profit distribution.

10. Export Compliance

You acknowledge that the Software may be subject to export control laws and regulations. You agree to comply with all applicable export control laws and regulations, including but not limited to the Export Administration Regulations (EAR).

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America. Any legal action shall be brought exclusively in the federal or state courts located in Pinellas County, Florida.

12. General Provisions

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements.

12.2 Assignment

You may not assign, transfer, or delegate any of Your rights or obligations under this Agreement without Licensor's prior written consent.