LICENSE-COMMERCIAL

GRATHEON COMMERCIAL LICENSE AGREEMENT

This Commercial License Agreement ("Agreement") is entered into between Gratheon ("Licensor") and the customer identified in the Order Form ("Licensee").

WHEREAS, Licensor has developed and owns proprietary software for beehive management and analytics (the "Software"); and

WHEREAS, Licensee wishes to obtain a commercial license to use the Software under terms different from the GNU Affero General Public License v3.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

DEFINITIONS

1.1 "Software" means the Gratheon beehive management platform, including all components, modules, and services as specified in the Order Form.

1.2 "Commercial Use" means use of the Software for commercial purposes, including but not limited to revenue-generating activities.

1.3 "Order Form" means the document specifying the licensed components, number of users, hives, deployment type, fees, and term.
GRANT OF LICENSE

2.1 Subject to the terms of this Agreement and payment of applicable fees, Licensor grants Licensee a non-exclusive, non-transferable license to:

(a) Use, execute, and display the Software (b) Modify the Software for internal use (c) Deploy the Software on Licensee's infrastructure (on-premise license) or use hosted version (SaaS license) (d) Use the Software for Commercial Use

2.2 This license explicitly exempts Licensee from the requirements of the GNU Affero General Public License v3, including:

(a) No obligation to disclose source code (b) No obligation to license modifications under AGPL (c) No copyleft obligations to downstream users
RESTRICTIONS

3.1 Licensee shall NOT:

(a) Redistribute, resell, or sublicense the Software as a standalone product (b) Use the Software to provide competing beehive management SaaS services to third parties (c) Remove or modify any proprietary notices, labels, or marks (d) Reverse engineer, decompile, or disassemble the Software (except as permitted by law) (e) Share login credentials or license keys with unauthorized users

3.2 Number of users, hives, and deployment scope are limited as specified in the Order Form.
ENTERPRISE LICENSE

The Enterprise License includes:

4.1 Deployment Options
- On-premise deployment on Licensee's infrastructure
- Cloud/hosted deployment option
- Custom deployment assistance
4.2 Support and Maintenance
- Email and ticket support
- Bug fixes and security patches
- Regular software updates
- Technical assistance for deployment and integration
4.3 Customization Rights
- Modify the Software for internal use
4.4 Scale
- Number of users, hives, and features as specified in Order Form
- Custom SLA guarantees available (if specified in Order Form)
- Priority support options available (if specified in Order Form)
FEES AND PAYMENT

5.1 Licensee agrees to pay fees as specified in the Order Form.

5.2 Fees are based on:
- Number of users
- Number of hives
- Deployment type (cloud vs on-premise)
- Support level
- Contract term
5.3 Payment terms: Net 30 days from invoice date.

5.4 Late payments incur interest at 1.5% per month or maximum allowed by law.
INTELLECTUAL PROPERTY

6.1 Licensor retains all right, title, and interest in the Software.

6.2 Licensee owns modifications made to the Software, but grants Licensor a perpetual, royalty-free license to incorporate such modifications into the Software.

6.3 Licensee owns all data entered into or generated by the Software.
CONFIDENTIALITY

7.1 Each party agrees to maintain confidentiality of the other party's Confidential Information.

7.2 "Confidential Information" includes source code, business strategies, customer lists, and pricing.
WARRANTIES

8.1 Licensor warrants that it has the right to grant this license.

8.2 THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.3 Licensor does not warrant that the Software will be error-free or uninterrupted.
LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9.2 LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE 12 MONTHS PRECEDING THE CLAIM.
TERM AND TERMINATION

10.1 This Agreement commences on the Effective Date and continues for the Term specified in the Order Form.

10.2 Either party may terminate for material breach if the breach is not cured within 30 days of written notice.

10.3 Upon termination: (a) Licensee must cease using the Software (b) Licensee may retain data but must delete Software copies (c) For perpetual licenses, license survives but support ends (d) Fees paid are non-refundable
GENERAL PROVISIONS

11.1 Governing Law: Estonia

11.2 Entire Agreement: This Agreement and the Order Form constitute the entire agreement.

11.3 Amendments: Must be in writing and signed by both parties.

11.4 Assignment: Licensee may not assign without Licensor's written consent.

11.5 Severability: If any provision is invalid, the remainder continues.
CONTACT

For questions about this license, contact: Email: pilot@gratheon.com Website: https://gratheon.com

ACCEPTANCE

By signing the Order Form or using the Software under this commercial license, Licensee agrees to be bound by the terms of this Agreement.

Licensor: Gratheon OÜ Date: _______________ Signature: _______________

Licensee: [Company Name] Date: _______________ Signature: _______________ Name: _______________ Title: _______________