Perpetual Commercial Software License & Source Code Agreement
Self-Use Commercial License Terms via Electronic Clickwrap Acceptance — DONO FOOD OS
Executive Summary of Rights & Restrictions
- ✓Install, host, and operate the platform perpetually on your own cloud infrastructure (Vercel + Supabase).
- ✓Audit, inspect, and customize the source code for the operational and branding needs of your own restaurant(s).
- ✓Connect your own payment gateways and retain 100% of order revenue with 0% middleman commissions owed to Licensor.
- ✓Full and sovereign ownership of 100% of customer databases, order logs, and operational metrics (BYOK).
- ✓Add future locations under the same corporate ownership group without paying a new perpetual license fee.
- ✓Keep operating the Software perpetually even if Licensor ceases operations or Licensee cancels the optional Evolution Plan.
- ✓7-day operational guarantee: if you prove the system does not operate substantially as shown in the demo during setup, 100% refund of the amount paid.
- ✕Reselling, sublicensing, renting, donating, transferring, or redistributing the source code (or compiled software) to third parties.
- ✕Publishing any portion of the source code in public repositories (GitHub, GitLab, public forums, or the open web).
- ✕Operating or marketing the Software as a competing hosted SaaS product for other restaurants without an authorized Agency/Partner License.
The perpetual license guarantees ongoing, lifetime operation of the acquired version ($0/month mandatory). Ongoing updates, new feature releases, and dedicated support are optional via the Evolution Plan. Cancelling the optional plan never revokes the underlying perpetual license.
Full Contractual Agreement Clauses
12 Binding ClausesNature of Relationship (Arm's-Length B2B Commercial Agreement)
This Agreement governs a strictly business-to-business (B2B) commercial transaction between Licensor and Licensee. The Software constitutes a production input for Licensee's commercial enterprise. The Parties acknowledge they are sophisticated business entities with equal bargaining standing, subject to free contractual risk allocation.
Perpetual License Grant & Scope
Subject to full payment of the one-time license fee and continued compliance with this Agreement, Licensor grants Licensee a perpetual, worldwide, non-exclusive, non-transferable license to install, host, operate, audit, and modify the Software source code solely for the operation of Licensee's own restaurant or food-service location(s).
Source Code, Customizations & Disclaimer for Licensee Modifications
Source code access is provided to ensure architectural independence and brand customization. Licensee may modify the source code at its own risk. However, Licensor is expressly EXEMPT from any technical liability, database integrity, bug remediation, or operational failures arising directly or indirectly from custom code modifications made by Licensee or its contractors.
Intellectual Property & Anti-Piracy Protection
All intellectual property rights, software architecture, copyright, and trademarks in DONO FOOD OS remain the exclusive property of Licensor, protected under domestic and international copyright treaties (WIPO, DMCA). Licensee shall not market, resell, lease, sublicense, or post the source code in any public repository or open web forum.
Own Cloud Infrastructure (BYOK) & Sovereign Data Ownership
The Software is deployed directly onto cloud infrastructure independently owned and contracted by Licensee (e.g., Vercel and Supabase). Licensor does not host, intermediate, or store Licensee's end-customer data, orders, or financials. Licensee retains sovereign data ownership and assumes exclusive responsibility for privacy law compliance (GDPR, LGPD, CCPA).
Third-Party Services, APIs & Operating Costs
The Software integrates with third-party providers contracted directly by Licensee (including Stripe, Twilio, Meta/WhatsApp Cloud, Resend, Vercel, Supabase, and thermal print services). Licensor is not liable for outages, price increases, account restrictions, or API depreciations of any third-party service.
7-Day Conditional Guarantee & Limited Warranty Disclaimer ('AS IS')
(a) 7-DAY CONDITIONAL SATISFACTION GUARANTEE: Licensor provides a 7-day conditional operational guarantee starting on the date of purchase. If Licensee demonstrates technically during the assisted onboarding phase that the Software fails to operate substantially as demonstrated in the official demo environment, and Licensor's engineering support is unable to resolve the defect within this period, Licensor shall issue a full 100% refund of the one-time license fee, with immediate revocation of license keys and code access. (b) DISCLAIMER OF ADDITIONAL WARRANTIES: Beyond the 7-day operational guarantee or outside demonstrated non-conformance with the demo, the Software is provided 'AS IS' and 'AS AVAILABLE' with all faults, without warranties of profitability, uninterrupted availability, or fitness for undisclosed purposes.
Exclusion of Consequential Damages, Lost Profits & Liability Cap
(a) WAIVER OF CONSEQUENTIAL DAMAGES & LOST PROFITS: UNDER NO CIRCUMSTANCES SHALL LICENSOR, ITS OFFICERS, OR DEVELOPERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING: (i) LOST PROFITS, LOST REVENUE, OR LOST BUSINESS; (ii) BUSINESS INTERRUPTION, LOST ORDERS DURING PEAK HOURS, OR KITCHEN/BAR DELAYS; (iii) MOBILE POS OR THERMAL PRINTER FAILURES; (iv) DATA LOSS OR CORRUPTION; (v) PAYMENT GATEWAY TRANSACTION DECLINES; OR (vi) TAX COMPUTATION DISCREPANCIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) AGGREGATE LIABILITY CAP: LICENSOR'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ONE-TIME LICENSE FEE ACTUALLY PAID BY LICENSEE TO LICENSOR.
Reverse Indemnification by Licensee (Hold Harmless)
Licensee agrees to defend, indemnify, and hold harmless Licensor from any third-party claim, lawsuit, loss, penalty, or expense (including reasonable attorneys' fees) arising out of: (a) Licensee's breach of this Agreement or applicable laws; (b) menu data, pricing, allergen statements, or customer relations; or (c) disputes between Licensee and its employees, patrons, or tax authorities.
Evolution Plan & Perpetual Grant Independence
Licensee may optionally subscribe to the Evolution Plan for ongoing feature updates and technical support. Non-renewal or cancellation of the Evolution Plan at any time shall not revoke, suspend, or impair the underlying perpetual license.
Termination for IP Breach
Licensor may terminate this Agreement immediately upon written notice if Licensee materially breaches intellectual property restrictions (Clause 4), such as unauthorized commercial resale or public source code disclosure, without prejudice to injunctive relief, DMCA takedowns, and legal damages.
Enforceability of Electronic Acceptance (Clickwrap)
Checking the acceptance box and clicking to confirm purchase or accessing the repository constitutes conclusive, legally binding execution of this Agreement, dispensing with handwritten physical signatures. Electronic records and transaction IDs constitute valid proof of execution.
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