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ItBuild Module License Agreement

[DRAFT] — This document is under development and requires legal review before finalization.

Effective Date: Upon acceptance Last Updated: May 2026 Document scope: This Agreement governs the licensing of ItBuild Standard Modules (AuthProxy, TrexWallet, Chat, CRM). It does not cover use of the ItBuild marketplace at itbuild.app — for that, see the separate Platform Services Agreement (for Customers) and Developer Terms (for Developers).

1. Definitions​

"Licensor" — VIA SUPREME (HK) LTD, the legal entity granting this license. See § 14 for full details.

"Platform" — the ItBuild software platform, including Standard Modules and supporting services.

"Standard Modules" — pre-built compiled software modules maintained by the Licensor: AuthProxy, TrexWallet, Chat, and CRM.

"Customer" — the individual or legal entity accepting this Agreement and using the Standard Modules.

"Project" — Customer's application built on the Platform, bound to a verified domain.

"Core Module" — Customer's custom business logic code, separate from Standard Modules.

"Personal Free License", "Startup License", "Business Standalone License", "Business Subscription License" — license types defined in § 2.

"Marketplace" — the itbuild.app marketplace where Customers may engage developers, governed by separate documents.

2. License Grant​

The Licensor grants Customer a non-exclusive, non-transferable license to use the Standard Modules according to the license type applicable to Customer. There are four license types.

2.1 Personal Free License​

Available to individuals (natural persons) using the Platform for any of the following non-commercial purposes:

  • Personal use
  • Use within the family or household
  • Education
  • Academic research
  • Development or prototyping of a future commercial product, prior to the project's first commercial release or first revenue

A legal entity (company, organization, partnership, etc.) is not eligible for the Personal Free License, regardless of revenue status.

Personal Free License terms:

  • Fee: $0
  • Updates: any current release
  • Hosting: Customer hosts independently (no managed hosting from Licensor)
  • Domain binding: build is domain-bound (same architectural enforcement as paid tiers); Customer may specify any domain (custom, localhost, or platform development sentinel) and DNS-based ownership verification is not required
  • Modules: all Standard Modules available

If a Personal Free user reaches the first commercial release or generates revenue from the Project, the user must transition to an appropriate license tier within 30 days.

2.2 Startup License​

Available to legal entities at the early commercial stage. Eligibility ends at the earlier of:

  • The Project's first commercial activity (first revenue, first paid customer, or first production release with paying users), or
  • 12 months from the date of Project registration with the Licensor

Startup License terms:

  • Fee: reduced rate or deferred payment per current published price list
  • Updates: any current release (same as Subscription)
  • Hosting: by separate arrangement
  • Domain binding: required
  • Modules: per-Project, priced based on selected modules

Upon expiration of Startup eligibility, Customer must transition to Business Standalone or Business Subscription within 30 days.

2.3 Business Standalone License (Perpetual)​

Available to legal entities that operate the Platform on their own infrastructure and prefer a one-time purchase.

Business Standalone License terms:

  • Fee: one-time payment per module per current published price list
  • Updates: included for 12 months from the date of purchase. After 12 months, the licensed version is fixed; further updates require a new purchase (returning-customer discount may apply per published price list)
  • Hosting: Customer hosts independently
  • Domain binding: required
  • Modules: per-Project, priced individually per module

The Standalone License does not include managed hosting, AI services, or marketplace access. Those are separate offerings.

2.4 Business Subscription License​

Available to legal entities seeking a managed development environment from the Licensor.

Business Subscription License terms:

  • Fee: recurring (monthly or annual) per module per current published price list
  • Updates: always current release
  • Hosting: managed development environment ("dev stand") included
  • Domain binding: required
  • Modules: per-Project, priced individually per module

The Subscription License includes managed development environment only. Production hosting is not included and is addressed separately in § 4.

2.5 Transition Between License Types​

When eligibility for the current license type ends (Personal Free reaches first revenue; Startup completes carve-out period; Standalone update window expires), Customer must notify the Licensor and transition to an appropriate license type within 30 days. Continued use beyond 30 days without transition constitutes a license violation under § 9.

3. Domain Binding​

3.1 All Builds Are Domain-Bound​

Every Standard Module build is compiled with an embedded domain identifier. Modules will only function on the embedded domain or on platform development sentinels (localhost, dev.itbuild.app). This applies to all license tiers, including Personal Free.

3.2 Domain Specification​

For each build, Customer specifies the deployment domain. The Licensor compiles modules with that domain embedded.

3.3 Domain Verification​

For Startup, Business Standalone, and Business Subscription tiers, Customer must prove ownership of the deployment domain through DNS verification before the build is issued.

For Personal Free, Customer may specify any domain (including localhost, custom personal domains, or platform development sentinels) without DNS verification, since no commercial deployment is involved.

3.4 Domain Change​

To deploy on a different domain, Customer must request a new build for the new domain. This applies to all license tiers.

4. Hosting, AI Services, and Production Environments​

4.1 Separation of License and Infrastructure​

This Agreement covers the right to use Standard Modules. Infrastructure services (hosting, virtual machines, AI usage) are governed by separate billing and may be provided by the Licensor or by third parties at Customer's choice.

4.2 Managed Development Hosting (Subscription only)​

The Business Subscription License includes a managed development environment provided by the Licensor for the licensed Project. This includes:

  • A development virtual machine
  • Managed databases for development
  • CI/CD integration

4.3 Production Hosting Is Not Included​

Production hosting is not part of any standard license. Customer is solely responsible for production infrastructure.

The Licensor may, in exceptional cases and at its sole discretion, provide custom production engagement under a separate agreement. Such engagement is not the Licensor's primary business and is not implied by any standard license. The Licensor disclaims responsibility for Customer's production infrastructure even where assistance was provided.

4.4 AI Services​

If Customer uses AI-assisted development tools provided by the Licensor, charges apply on a metered basis from a prepaid balance ("Wallet"). AI services are governed by separate terms and are not part of this Agreement.

4.5 Wallet System (Marketplace and AI)​

For Customers using the marketplace at itbuild.app or platform AI services, a prepaid Wallet is maintained. Wallet behaviour, top-ups, and refunds are governed by the Platform Services Agreement, not this Agreement.

5. Intellectual Property​

5.1 Platform Ownership​

The Licensor retains all rights, title, and interest in the Standard Modules, the Platform code, documentation, trademarks, and branding.

5.2 Customer Code Ownership​

Customer retains full ownership of:

  • Core Module code
  • Customer's business data
  • Customer's user data
  • Custom configurations

5.3 No Source Code Access​

Standard Modules are provided as compiled binaries. Source code is not provided.

6. Data and Privacy​

6.1 Data Ownership​

Customer owns all data stored in Customer's Project databases.

6.2 Data Location​

Customer data is stored on infrastructure designated by Customer or, where managed hosting applies, on infrastructure provided by the Licensor for development purposes only.

6.3 Data Portability​

Customer may export data at any time through provided tools or direct database access.

6.4 Data Retention​

Where managed hosting is provided by the Licensor, upon termination:

  • Data is retained for 30 days for export
  • After 30 days, data is permanently deleted

7. Restrictions​

Customer shall NOT:

  • Reverse engineer, decompile, or disassemble Standard Modules
  • Remove or modify license protection mechanisms
  • Deploy modules on unauthorized domains
  • Resell or redistribute Standard Modules
  • Use the Platform for illegal activities
  • Attempt to circumvent billing or usage limits
  • Use modules under a Personal Free License for any commercial activity
  • Use modules under a Standalone License with version upgrades beyond the licensed update window without a new purchase

8. Marketplace Disclaimer​

If Customer engages developers through the itbuild.app marketplace, the development services are provided by independent third-party developers under a separate engagement governed by the Platform Services Agreement.

The Licensor does not warrant or assume responsibility for:

  • The work product of marketplace developers
  • The quality, timeliness, or fitness for purpose of any work performed by marketplace developers
  • The business outcomes of Customer's Project
  • Any disputes between Customer and marketplace developers (subject to platform dispute resolution mechanisms described in the Platform Services Agreement)

9. Termination​

9.1 By Customer​

Customer may terminate at any time:

  • Data export available within 30 days where managed hosting applies
  • No refunds for prepaid subscription periods
  • Wallet balance may be refunded (minus processing fees)

9.2 By Licensor​

The Licensor may terminate for:

  • Payment default (after 14 days notice)
  • License violation (immediate)
  • Illegal use (immediate)
  • Failure to transition license type within 30 days of eligibility ending

9.3 Effect of Termination​

Upon termination:

  • License rights cease
  • Modules stop functioning
  • Data export available for 30 days where managed hosting applies
  • Outstanding balances become due

10. Warranty Disclaimer​

THE STANDARD MODULES AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE MODULES WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

THE STANDARD MODULES ARE INTENDED FOR USE IN CUSTOMER'S OWN PROJECTS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION, USE, AND OPERATION OF THE STANDARD MODULES IN CUSTOMER'S ENVIRONMENT.

THE LICENSOR MAKES NO WARRANTY REGARDING:

  • Compliance with regulations applicable to Customer's jurisdiction or business
  • Suitability for processing of personal, financial, or regulated data
  • Performance under Customer's specific load patterns
  • Compatibility with Customer's existing infrastructure

CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT CUSTOMER'S USE OF THE PLATFORM COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING WITHOUT LIMITATION DATA PROTECTION (GDPR, CCPA), FINANCIAL REGULATION (PCI DSS, AML, KYC), AND INDUSTRY-SPECIFIC REQUIREMENTS.

11. Limitation of Liability​

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

THE LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO THE LICENSOR UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR:

  • Loss of business, profits, revenue, or anticipated savings
  • Loss or corruption of data
  • Business interruption or downtime
  • Regulatory consequences or penalties
  • Damages to third parties
  • Indirect, incidental, special, consequential, or punitive damages

THIS LIMITATION APPLIES EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND APPLIES TO ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

WHERE THE LICENSOR ASSISTS WITH PRODUCTION INFRASTRUCTURE UNDER A SEPARATE CUSTOM ENGAGEMENT (§ 4.3), THIS LIMITATION APPLIES EQUALLY, AND THE LICENSOR DISCLAIMS LIABILITY FOR INFRASTRUCTURE OPERATED BY OR FOR CUSTOMER.

12. Changes to Agreement​

The Licensor may modify this Agreement with 30 days notice. Continued use after the notice period constitutes acceptance of the modified Agreement.

13. Governing Law and Jurisdiction​

This Agreement is governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict-of-laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong SAR.

14. Licensor and Payment Details​

14.1 Licensor​

  • Beneficiary: VIA SUPREME (HK) LTD
  • Registered Address: 21st Floor, CMA Building, 64 Connaught Road Central, Hong Kong, Hong Kong

14.2 Bank Details (for Business Standalone and Business Subscription payments)​

  • Bank: PAPAYA LTD
  • Bank Address: 31 Sliema Road, Gzira GZR1637, Malta
  • BIC/SWIFT: PAPYMTMT
  • IBAN: MT95PAPY36836000002656370000209

Payments under the Personal Free License are not applicable.

14.3 Contact​

15. Acceptance​

By installing, deploying, or using any Standard Module, Customer accepts this Agreement and confirms that Customer has authority to do so on behalf of any legal entity Customer represents.

[DRAFT] — This document requires legal review before finalization.