backend-skeleton 1.0.0-beta.1 → 1.0.0-beta.2

package/COMMERCIAL-LICENSE-AGREEMENT.md

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+# backend-skeleton Commercial Software License Terms
+
+> **Template status — not a signed contract.** This is the actual agreement text a
+> commercial licensee would sign, adapted from a freely reusable template (see
+> **Provenance** below). Bracketed fields (`[...]`) are deal-specific and must be
+> filled in per licensee before execution — this file does not bind anyone by
+> itself. For the plain-language offer and how to start a conversation, see
+> [`COMMERCIAL-LICENSE.md`](./COMMERCIAL-LICENSE.md).
+
+## Provenance
+
+Adapted from the **Basic-Perpetual** template in
+[lawndoc/dual-license-templates](https://github.com/lawndoc/dual-license-templates)
+(MIT-licensed, freely reusable and modifiable). That project publishes two
+templates specifically for open-source projects doing AGPL/GPL + commercial dual
+licensing — the same model MySQL, MongoDB, and Qt have used. This is the
+**Perpetual** variant (one-time fee, no renewal) rather than the Yearly variant.
+Wording below is the template's own text with backend-skeleton-specific values
+filled in and one drafting bug in the original fixed (the "customer" definition
+in §1(c) of the source template incorrectly repeated the vendor definition).
+
+This is **not legal advice** — backend-skeleton's own operator has adapted a
+public-domain-style template, not a lawyer. Anyone on either side of an actual
+commercial deal should have their own counsel review the filled-in version
+before signing.
+
+---
+
+## backend-skeleton Commercial Software License Terms
+
+### 1. Definitions
+
+(a) "The software" in this license refers to **backend-skeleton** copyrighted
+by **[VENDOR LEGAL NAME — TBD]**.
+
+(b) "The new software" in this license refers to the customer's product or service
+that will use the software as a component.
+
+(c) The "developer" or "vendor" in this license refers to **[VENDOR LEGAL NAME —
+TBD]**.
+
+(d) The "customer" in this license refers to **[CUSTOMER LEGAL NAME — filled in
+per order]**.
+
+### 2. Versions
+
+This agreement covers the specific version of the software on the order, plus any
+new versions of the software that the vendor makes generally available, or
+specifically provides to the customer, while this agreement continues.
+
+### 3. Modifications
+
+The customer may make changes to the software's source code, compile those
+changes, and run changed versions of the software.
+
+### 4. Billing
+
+(a) **Invoices, Fees, and Payment.** The vendor agrees to invoice the customer per
+the order. The customer agrees to pay the fees on the order, using the payment
+method on the order. *(Fee amount, currency, and payment method: [PER ORDER —
+not fixed by this template; contact **popixoxipop@gmail.com** to negotiate.])*
+
+(b) **Billing Errors.** The customer agrees to give the vendor notice of any
+suspected billing error on an invoice before the deadline for payment. Both sides
+agree to resolve any potential billing errors promptly and in good faith. The
+customer agrees to pay the undisputed part of each invoice by the original
+deadline, and any part of the invoice resolved later within seven days of
+resolution.
+
+### 5. Term and Termination
+
+(a) **Perpetual Term.** This agreement continues until one side or the other ends
+it for reasons listed below.
+
+(b) **Breach Termination.** Either side can terminate this agreement immediately
+if the other side breaches and fails to cure their breach within fourteen days of
+notice.
+
+(c) **Harassment Termination.** Either side can terminate this agreement if the
+other side subjects them to harassment, blackmail, or defamation during the term
+of the agreement.
+
+### 6. Use
+
+(a) **Permitted Use.** The customer may use the software only as a component of
+the new software. New code written by the customer is owned by the customer.
+
+(b) **Prohibited Uses.** The customer may not:
+
+  (i) sell, lease, license, or sublicense the software or documentation;
+
+  (ii) allow access to the software by others not licensed under this agreement;
+
+  (iii) share modified copies of the software or documentation with others not
+  licensed under this agreement;
+
+  (iv) make so much of the functionality of the software available to others as
+  software-as-a-service that the service competes with the software for
+  customers;
+
+  (v) assist or allow others to use the software against the terms of this
+  agreement.
+
+### 7. Licenses
+
+(a) **Software Copyright License.** The vendor grants the customer and each
+developer of the new software a standard license for any copyrights in the
+software that the vendor can license, to copy, install, back up, and use the
+software as allowed under this agreement.
+
+(b) **Software Patent License.** The vendor grants the customer and each
+developer of the new software a standard license for any patents the vendor can
+license or becomes able to license, to use the software as allowed under this
+agreement.
+
+(c) **Documentation Copyright License.** The vendor grants the customer and each
+developer of the new software a standard license for any copyrights in the
+documentation that the vendor can license, to read, back up, and copy the
+documentation.
+
+(d) **Standard License Terms.** A standard license means a nonexclusive license
+for the term of this agreement, for versions of the software covered by this
+agreement, that is conditional on payment of all fees as required by this
+agreement and subject to any use limits in this agreement.
+
+(e) **No Other Licenses.** Apart from the licenses in Section 7 (Licenses), this
+agreement does not license or assign any intellectual property rights.
+
+### 8. Open Source
+
+(a) **Open Source Compliance.** Some components of the software may be open
+source software available under free, public licenses. If the public license terms
+for any open source component, except for the software itself, conflict with the
+terms of this agreement, only the public license terms apply to that component,
+not the terms of this agreement. If the license terms for any open source
+component require an offer of source code or other information related to that
+component, the vendor agrees to provide on written request.
+
+(b) **Dual Licensing.** backend-skeleton is also available under
+[AGPL-3.0-or-later](./LICENSE) (see [`COMMERCIAL-LICENSE.md`](./COMMERCIAL-LICENSE.md)
+for why a commercial license exists alongside it):
+
+  (i) While the customer's licenses continue, the customer and each developer of
+  the new software must abide by this agreement, not the public license.
+
+  (ii) The customer must abide by the terms of the AGPL-3.0-or-later license for
+  any versions of the software not covered by this agreement.
+
+### 9. Delivery
+
+(a) **Materials.** The vendor agrees to make the following available to the
+customer within three days and for at least ten days:
+
+  (i) a copy of the software's source code hosted in a public open source
+  repository;
+
+  (ii) a copy of the software's documentation hosted on a public website or in a
+  public open source repository.
+
+(b) **Method.** The vendor agrees to deliver all materials by e-mail or by making
+them available to download online, without any additional charge. The vendor
+agrees to make new versions of the software covered by this agreement available
+in the same way.
+
+(c) **License Keys.** backend-skeleton does not currently use license keys; if
+that changes, this section's key-delivery and renewal terms apply as written in
+the source template.
+
+### 10. No Technical Support
+
+The vendor does not agree to provide technical support for the software under
+this agreement. Technical support may or may not be offered as a separate
+subscription or agreement.
+
+### 11. Warranties
+
+(a) **Perform As Documented.** The vendor guarantees that the software will
+perform as described in its documentation during the warranty period on the
+order, except when:
+
+  (i) using an older version of the software than the latest provided under this
+  agreement;
+
+  (ii) using the software with modifications;
+
+  (iii) running the software using hardware or software different from that
+  required, according to the documentation;
+
+  (iv) combining the software with other software or hardware in ways not
+  described in the documentation.
+
+(b) **Malware.** The vendor guarantees that the software it delivers will be free
+of malicious code, such as computer worms and viruses.
+
+(c) **Limiting Code.** The developer guarantees that the software it delivers will
+be free of code that automatically limits or disables software functionality,
+other than:
+
+  (i) code that limits or disables functionality on failure to validate license
+  keys;
+
+  (ii) code that limits or disables functionality based on automatic monitoring of
+  agreed limits on usage.
+
+(d) **Software Dependencies.** If the software depends on, installs, configures,
+or links to other software in order to function, the vendor guarantees that, at the
+time of signing this agreement, those software dependencies will be either
+provided in the copies of the software delivered to the customer or generally
+available for the customer to download, free of charge, from a well known
+website or Internet service, such as an open source software package repository.
+*(backend-skeleton's own dependencies: the Node.js runtime and a handful of npm
+packages, all freely available from the public npm registry.)*
+
+### 12. Liability
+
+(a) **Disclaimer.** Section 11 (Warranties) sets out the only warranties the
+vendor provides for the software. The vendor disclaims any warranties the law
+might otherwise imply, like warranties of merchantability, fitness for any
+particular purpose, title, or noninfringement.
+
+(b) **Unforeseeable Damages.** Neither side will be liable for breach-of-contract
+damages they could not have reasonably foreseen when entering into this
+agreement.
+
+(c) **Liability Cap.** Except for Section 12(d) (Uncapped Liabilities), neither
+side's total liability for breach of this agreement will exceed the amount of fees
+the vendor received from the customer under this agreement during the twelve
+months before the first claim is made. This limit applies even if the side liable is
+advised that the other may suffer damages, and even if the customer paid no fees
+at all.
+
+(d) **Uncapped Liabilities.** Section 12(c) (Liability Cap) does not apply to:
+
+  (i) the customer's obligations to pay fees;
+
+  (ii) the vendor's obligations to indemnify the customer;
+
+  (iii) liabilities the law requires to be unlimited.
+
+### 13. Indemnities
+
+These indemnities apply as long as the customer has paid all licensing fees as
+required by this agreement:
+
+(a) **Scope of Indemnity.** Throughout this agreement, to indemnify means to
+indemnify and hold the customer and its personnel harmless for all liability,
+expenses, damages, costs, and reasonable attorney fees, as well as to defend the
+indemnified party.
+
+(b) **General Indemnity.** Subject to Section 13(e) (Indemnification Process), the
+vendor agrees to indemnify the customer for legal claims by others alleging that
+the software infringes any copyright, trademark, or trade secret right, or breaks
+any law.
+
+(c) **Patent Indemnity.** The vendor will not indemnify the customer for any
+claims by others alleging that the software infringes any patent.
+
+(d) **Only Remedy.** Both sides agree that indemnification will be the only legal
+remedy for claims covered by indemnity.
+
+(e) **Indemnification Process.** Both sides agree that to receive indemnification
+under this agreement, they must give notice of any covered claim quickly, allow
+the other side to control investigation, defense, and settlement, and cooperate
+with those efforts. Both sides agree that if they fail to give notice of any covered
+claim quickly, indemnification will not cover amounts that could have been
+defended against or mitigated if notice had been given quickly. Both sides agree
+that if they take control of the defense and settlement of any covered claim, they
+will not agree to any settlements that admit fault or impose obligations on the
+other side without their signed, written permission.
+
+(f) **Repair, Replace, Refund.** If the vendor or the customer receives written
+notice of a claim that the software infringes any intellectual property right or
+breaks any law, or vendor reasonably anticipates a claim of that kind:
+
+  (i) The developer may provide the customer a new version of the software that
+  no longer infringes or breaks the law. That new version will be covered by this
+  agreement. The customer will not pay any additional fee for the new version.
+
+  (ii) If the problem is infringement, the developer may get licenses for the
+  customer so that the customer's use of the software no longer infringes.
+
+  (iii) If the problem is illegality, the developer may get the approvals,
+  licenses, or other requirements needed to abide by the law.
+
+  (iv) The developer may refund any fees the customer has prepaid under this
+  agreement for time remaining in the term of this agreement, on a proportional
+  basis, and end this agreement immediately by giving the customer notice. A
+  refund does not apply because this is a perpetual agreement.
+
+### 14. Tax
+
+(a) **Taxes on Fees.** The customer agrees to pay all tax on fees under this
+agreement, except tax on the vendor's income.
+
+(b) **Tax Withholding.** If the customer is located outside the United States and
+local law requires the customer to withhold taxes on fees paid under this
+agreement:
+
+  (i) The customer agrees to make the required tax withholding payments for the
+  vendor by deducting the right amounts from payments to the vendor and paying
+  them to the proper tax authorities.
+
+  (ii) The customer agrees to increase the amount of each payment made under
+  this agreement, to offset withholding, so that the vendor receives the full
+  amount owed.
+
+  (iii) The customer agrees to give the vendor relevant official tax
+  documentation and tax receipts showing that withholding was required and that
+  proper withholding payment was made, as soon as possible after making any
+  withholding payment.
+
+### 15. General Contract Terms
+
+(a) **Notices.** Both sides agree that notice under this agreement must be sent by
+e-mail to the address the recipient gave with its signature, or to a different
+address given later for notices going forward, in the English language. If either
+side finds that e-mail can't be delivered to the e-mail address given, the sender
+may give notice by registered mail to the address on file for the recipient with
+the state under whose laws it is organized.
+
+(b) **Governing Law.** This agreement will be governed by **[GOVERNING LAW —
+default: California, USA, per the source template; adjustable per negotiation]**
+law.
+
+(c) **No CISG.** The United Nations Convention on Contracts for the International
+Sale of Goods will not apply to this agreement.
+
+(d) **No UCITA.** As far as the law allows, the Uniform Computer Information
+Transactions Act will not apply to this agreement.
+
+(e) **Dispute Resolution.** Any controversy or claim arising out of or relating to
+this contract, or the breach thereof, shall be settled by arbitration administered
+by the American Arbitration Association in accordance with its Commercial
+Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be
+entered in any court having jurisdiction thereof. Claims shall be heard by a single
+arbitrator. The place of arbitration shall be the capital of the jurisdiction whose
+laws govern this agreement.
+
+(f) **Enforcement.** Only the parties may enforce rights under this agreement.
+
+(g) **Forum for Disputes.** Both sides agree to bring any lawsuits related to this
+agreement in courts in the capital of the jurisdiction whose laws govern this
+agreement. Both sides consent to the exclusive jurisdiction of those courts and
+waive any objection that they would be an inconvenient forum for a lawsuit. Both
+sides agree that the other side can enforce judgments from those courts in other
+jurisdictions.
+
+(h) **Only Terms.** Both sides intend the terms of this agreement, together with
+the order, as the final, complete, and only expression of their agreement about
+the software.
+
+(i) **Unenforceable Terms.** If a court decides that any part of this agreement is
+invalid or unenforceable for any reason, and that enforcing the rest of this
+agreement would not defeat the purpose of this agreement, then the rest of this
+agreement will still apply.
+
+(j) **Excuses.** Neither side will be liable for any failure or delay meeting any
+obligation under this agreement caused by:
+
+  (i) failure of the other side or its personnel to meet their obligations under
+  this agreement;
+
+  (ii) actions done or delayed at the written request of the other side;
+
+  (iii) fire, flood, earthquake, and other natural disasters;
+
+  (iv) declared and undeclared wars, acts of terrorism, sabotage, riots, civil
+  disorder, rebellions, and revolutions;
+
+  (v) extraordinary malfunction of Internet infrastructure, data centers, or
+  communication utilities;
+
+  (vi) government actions taken in response to any of these causes.
+
+(k) **Amendments.** Both sides may change or add to the terms of this agreement
+only by signing a written amendment.
+
+(l) **Waivers.** Both sides will waive terms of this agreement, if at all, only in
+signed writing.
+
+(m) **No Assignment.** Neither side may assign any right under this agreement
+without the other side's signed, written permission. Neither side will
+unreasonably refuse permission. Any attempt to assign against the terms of this
+agreement will have no legal effect.
+
+(n) **No Delegation.** Neither side may delegate any performance under this
+agreement. Any attempt to delegate will have no legal effect.
+
+---
+
+By signing below, both parties agree to all parts of this document.
+
+X_______________________ Printed: ________________________ Date: ____________
+Vendor
+
+X_______________________ Printed: ________________________ Date: ____________
+Customer
+
+The term of this agreement begins on the date that both parties have signed.

package/COMMERCIAL-LICENSE.md

@@ -0,0 +1,46 @@
+# Licensing
+
+backend-skeleton is dual-licensed:
+
+1. **Open source: GNU Affero General Public License v3.0 (AGPL-3.0-or-later)**
+   See [`LICENSE`](./LICENSE) for the full text. Under this license you may
+   use, modify, and redistribute backend-skeleton freely, including in a
+   network service, **provided that**:
+   - Any modified version you run as a network service must offer its
+     complete corresponding source code to users of that service
+     (AGPL-3.0 §13).
+   - Any distributed derivative work must also be licensed under
+     AGPL-3.0-or-later.
+
+2. **Commercial license**
+   If AGPL-3.0's copyleft/source-disclosure obligations do not work for
+   your use case — for example, you want to embed backend-skeleton in a
+   closed-source product, ship it inside a proprietary SaaS backend
+   without disclosing your modifications, or otherwise use it without
+   triggering AGPL's terms — a separate commercial license is available
+   for a fee.
+
+   Contact **popixoxipop@gmail.com** to discuss commercial licensing
+   terms and pricing. The actual contract text used to license
+   backend-skeleton commercially is
+   [`COMMERCIAL-LICENSE-AGREEMENT.md`](./COMMERCIAL-LICENSE-AGREEMENT.md)
+   (adapted from a freely reusable public template — not yet filled
+   in with a specific licensee's deal terms).
+
+## Why dual licensing
+
+Dual licensing lets individuals, researchers, and AGPL-compliant
+open-source projects use the software freely, while companies that want to
+use it commercially without AGPL's copyleft obligations fund continued
+development through a paid license. This is the same model MySQL, MongoDB,
+and Qt have used for their own AGPL/GPL + commercial dual-licensed
+projects.
+
+## Not legal advice
+
+This file describes the licensing *offer*; it is not itself a commercial
+license agreement. Actual commercial terms (scope, price, support,
+warranty, liability) are set out in a separate contract negotiated per
+licensee. If you are evaluating backend-skeleton for use inside a company,
+please also have your own legal/compliance team review the AGPL-3.0 terms
+in `LICENSE` before choosing between the open-source and commercial paths.