ACCOUNT TERMS

VERSION 1.0
Effective Date: January 26, 2026
Last Modified: January 26, 2026

Please Review These Terms Carefully

These Account Terms ("Account Terms") supplement and are incorporated into the CodeLibra Website Terms of Use (the "Website Terms") available at https://www.codelibra.com/legal/website-terms. These Account Terms govern the commercial transactions and financial relationships between CodeLibra, Inc. ("CodeLibra," "we," "us," or "our"), developers who offer modules through our platform ("Developers"), and licensees who purchase licenses ("Licensees").

These Account Terms apply to all commercial transactions conducted through the CodeLibra platform, whether through our website interface, API, or any other access method we provide.

Capitalized terms not defined in these Account Terms have the meanings given to them in the Website Terms.

1. APPLICABILITY AND SCOPE

1.1 Who These Terms Apply To

These Account Terms apply to all account holders, including:

Developers: Users and organizations who create licensing plans for their open-source modules on the CodeLibra platform, whether through our website interface or API
Licensees: Users and organizations who purchase licenses to modules through the CodeLibra platform, whether through our website interface or API

1.2 Relationship to Other Terms

These Account Terms supplement but do not replace:

The Website Terms (which govern general use of the Site and API)
Our Privacy Policy (which governs how we collect and use information)
Our Acceptable Use Policy (incorporated into the Website Terms)
The CodeLibra License (which governs the rights granted by Developers to Licensees)

In the event of any conflict between these Account Terms and the Website Terms, these Account Terms shall control with respect to the specific subjects addressed herein.

1.3 Agreement to Terms

You accept these Account Terms, in addition to the Website Terms and our Privacy Policy, any time you manifest your express consent (e.g., clicking "I Accept") or take any of the following actions:

onboarding a module
creating a release
creating a license offer
publishing a license offer
purchasing a license

If you do not agree with all provisions of these Account Terms, do not take these actions.

If you are acting on behalf of an organization, you represent and warrant that you have all necessary authority from your organization to accept these Account Terms on its behalf. We will rely on your representation and warranty, and your acceptance will be binding on your organization. If you lack authority to enter agreements on behalf of your organization, do not take any of the actions listed in this section.

1.4 API Usage

CodeLibra provides API access to enable Developers and Licensees to interact with our platform through their own front-end systems. The same commercial terms, fees, and obligations apply whether you access our services through:

The CodeLibra website interface
The CodeLibra API
Command-line tools or SDKs we provide
Third-party integrations authorized by CodeLibra

In addition to these Account Terms, API usage is subject to:

The general API access provisions in our Website Terms (Section 3.2)
Any API rate limits and usage quotas as documented in our API documentation
Any authentication and security requirements specified in our API documentation
Any additional API Terms of Service published on our developer portal

2. THE CODELIBRA LICENSE

All modules on CodeLibra are available under the terms of the CodeLibra License. The CodeLibra License allows a Licensee to use the licensed module for any purpose, including open-source or proprietary-source development, in exchange for a one-time license fee. The license is perpetual and irrevocable, meaning that the Licensee's right to use the licensed module never expires and cannot be revoked by the Developer. But the license only includes releases available at the time of the license or within one year thereafter; subsequent releases are not included, and require an additional license.

The CodeLibra License is a binding legal contract between a Developer and a Licensee. CodeLibra is not a party to the license grant and does not assume any obligations under the license. However, CodeLibra retains the right to cancel a license in certain limited circumstances:

If the license fee is refunded (as authorized by these Account Terms)
If CodeLibra determines that the transaction was unauthorized, fraudulent, illegal, or in violation of these Account Terms, the Acceptable Use Policy, the Website Terms, or another binding agreement with CodeLibra

A canceled license is null and void; it confers no rights or obligations on either the Developer or the Licensee.

For the full terms of the CodeLibra License, please review the license text at www.codelibra.com/current-license-text

3. DEVELOPER-SPECIFIC TERMS

3.1 Eligibility

To create licensing plans and receive payments as a Developer, you must:

Be at least 18 years old
Have the legal right to license the code in your modules
Comply with all applicable laws and regulations
Complete any required identity verification and documentation
Connect a valid GitHub repository or manually hosted repository to your CodeLibra account
Provide accurate payment information for receiving payouts

By onboarding a module, you represent and warrant that:

Your organization owns all rights in the module or has proper authorization to license it
The module does not infringe any third-party intellectual property rights
All information provided about the module is accurate and complete
The module complies with all applicable laws and our Acceptable Use Policy

3.2 Licensing Plans and Offers

3.2.1 Choosing a Licensing Model

When you onboard a module to CodeLibra, you must choose a licensing model:

Option 1: Classic Dual Licensing Model

Your module is offered under a paid CodeLibra License and a copyleft license such as AGPL
A paid CodeLibra License is required for proprietary-source development
No paid license is required for open-source development under AGPL/copyleft license

Option 2: Voluntary Dual Licensing Model

Your module is offered under a paid CodeLibra License and a permissive license such as MIT
A paid CodeLibra License is not required for proprietary-source development
Both open-source and proprietary-source development are permitted under MIT/permissive license

3.2.2 Creating an Offer

After creating a release of your module, you can create an offer:

Set the price for a paid license (must be in dollars)
Define any additional terms, support plans, or optional services (if available)
Acknowledge that license prices automatically include pricing for any CodeLibra-managed license dependencies

An offer becomes active when it is published. A published offer can be accepted unilaterally by a Licensee, without further action by the Developer, to form a valid license.

You may modify your licensing plan and offer terms at any time, but changes apply only to new Licensees and renewals. Existing Licensees retain their license rights under their original terms.

3.3 Commission and Payouts

CodeLibra charges a 20% commission on all license revenue generated through the platform. The remaining 80% of license revenue is earned by the Developer. Funds are generally available to Developers for payout 14 days after a Licensee's purchase (after the refund window closes).

Funds may be held and not available for payout if:

A Licensee has initiated a refund request
Required documentation is incomplete or expired
We are investigating potential fraud, violations of our Acceptable Use Policy, or other violations of these Account Terms or our Website Terms

Payouts are available in most countries around the world through our payment processing partner. There is no fee for payouts exceeding $50. Payouts of less than $50 are subject to a processing fee of $.25 + .25% of the payout amount. Payouts in currencies other than U.S. Dollars will be converted to the payout currency by our payment processing partner at their then-current rate.

You are responsible for all tax obligations on your Developer earnings. We may provide tax reporting forms as required by law (e.g., Form 1099-K for U.S. Developers). If requested, you must provide accurate tax identification information (SSN, EIN, or tax ID).

3.4 License dependencies and bundling

Understanding License Dependencies: A "license dependency" happens when you need a license to one CodeLibra module in order for another CodeLibra module to function properly. In other words, license dependencies are modules that must be licensed for your module to work as intended. Any license dependencies you identify will automatically be bundled with your module when Licensees take a license.

Not all software dependencies are license dependencies. A license dependency typically only arises when one CodeLibra module includes code from another CodeLibra module. For example, an application that calls out to another application or service may not require a license to the application or service in order to function properly. On the other hand, an application that contains a library would typically require a license to the library in order to function properly.

Your Responsibilities as a Developer:

When you onboard a module to CodeLibra, you must:

Identify all license dependencies: Review your module's code and identify any other modules from the CodeLibra catalog to which your licensees will need a license
Keep license dependencies current: Update your license dependency list with each new release if license dependencies change
Understand that your module can be a license dependency: By publishing on CodeLibra, you consent to other Developers using your module as a license dependency in their modules and bundling a license to your module with theirs

How Bundled Pricing Works:

You set your price: When you create a licensing plan, you set the price for your module alone (just for your own contributions)
Composite pricing: Licensees see a total price that automatically includes:
- Your module's price (that you set)
- Plus the price of each required license dependency (set by the upstream Developers), adjusted if the Licensee already has an active license
Automatic revenue distribution: CodeLibra automatically distributes the licensing revenue among all Developers:
- You receive payment for your module according to your pricing
- Each license dependency Developer receives payment for their module according to their pricing
- You do not handle or facilitate payments to upstream Developers
Release charges: If you add a license dependency in a new release of your module, your current Licensees will receive a license to the module for free. You must pay for the additional subscription using your payouts from subscription revenue or another form of payment. You must make a payment at the time the license dependency is added. This payment is non-refundable.
When another Developer adds your module as a license dependency: If another Developer adds your module as a license dependency for their module, you will be paid

3.5 Developer Account Termination

Voluntary Termination: You may terminate your Developer account at any time, but:

Existing licenses remain valid according to their terms
Licensees retain all rights granted under their licenses
You remain obligated to honor the terms of active licenses
Outstanding payments will be processed according to our normal payout schedule

Termination by CodeLibra: We may suspend or terminate your Developer account if:

You violate these Account Terms or the Website Terms
You engage in fraudulent activity or violate our Acceptable Use Policy
You repeatedly receive complaints from Licensees
You fail to maintain required tax documentation

Upon termination:

Existing licenses remain valid
We may withhold payouts pending investigation of violations
You may forfeit earned revenue if termination is due to fraud or material breach
Your modules may be removed from the platform

4. LICENSEE TERMS

4.1 Eligibility to Become a Licensee

To purchase a license through CodeLibra, you must:

Be at least 18 years old
Have authority to enter into binding agreements (for yourself or your organization)
Provide accurate billing and payment information

4.2 Purchasing Licenses

License Rights: When you purchase a license through CodeLibra, you receive the rights specified in the CodeLibra License, including the rights to:

Use the module for any purpose, including proprietary source development
Integrate the module into commercial products, web services, or SaaS offerings
Create and distribute derivative works in closed source form
Sublicense your rights to others on a limited basis as specified in the CodeLibra License

License Limitations: Your license does NOT include:

The right to redistribute the original module in open source form without proper attribution
Circumvention of the module's licensing terms
Any rights not explicitly granted in the CodeLibra License

4.3 Subscription Terms

When you purchase a license:

You receive a license to the current release plus all new releases published during your subscription period (usually 12 months from the date of your license purchase)
Your license to releases received during this period is perpetual and does not expire with your subscription. You may continue using all licensed releases indefinitely, even after subscription expires

4.4 Pricing and Payment

Automatic License Grants for New License Dependencies:

If you already hold an active license to a module, and that module adds new license dependencies after your purchase:

You automatically receive bundled licenses to the newly-added license dependencies at no additional charge
This protects you from unexpected price increases when Developers modify their modules
Your subscription renewal price will reflect the updated license dependency structure

4.5 Refunds and Cancellations

Except for the circumstance described below regarding license dependencies, you may cancel any license purchase within 14 days for a full refund, minus a 5% cancellation processing fee for transaction costs. Refunds are processed within 5-10 business days.

Refunds after 14 days are at the joint discretion of the Developer and CodeLibra. There is no guarantee that your request for a refund will be granted. The amount of any refund will be capped at the price of the module excluding license dependencies minus a 5% cancellation processing fee for transaction costs.

If you receive a refund, your CodeLibra License will be canceled and null and void. You will have no rights under the CodeLibra License, even for the time period before your refund. You may continue to use the module under the terms of its open source license.

Limitation on refunds: You may not receive a refund for cancelling a license purchase if your purchase of a license bundle for another module was discounted because you already held a license to the first module. To receive a full refund, you must cancel your purchase of both modules within the 14 day window for each purchase.

Example bundled license refund scenario:

You purchase a license to Module A. Ten days later, you purchase a license to Module B, which includes a bundled license to Module A.
You receive a license to Module B plus an additional ten days of subscription term to Module A.
Your total purchase price is discounted because you already hold a license to Module A for 355 days. Rather than paying the full price of Module A + Module B, you pay the price of Module A + a small fraction of the price of Module B (10/365 times the price, to be exact)
If you cancel both licenses, you will receive a full refund for both purchases.
If you cancel your Module B license purchase, you will receive a full refund for that purchase and lose the additional ten days of subscription term for Module A
If you cancel your Module A license purchase only, you will not receive a refund because you will still have a license to Module A through your Module B license purchase

4.6 Licensee Account Termination

Voluntary Termination: You may delete your Licensee account at any time:

Existing licenses remain valid according to their terms
You retain perpetual rights to all releases received during active subscriptions
Outstanding refund requests will still be processed

Termination by CodeLibra: We may suspend or terminate your Licensee account if:

You violate these Account Terms or the Website Terms
You engage in fraudulent activity or violate our Acceptable Use Policy
You repeatedly issue unwarranted chargebacks

Upon termination by CodeLibra for violations, your CodeLibra Licenses may be canceled as provided in the CodeLibra License (Section 8.3).

5. PAYMENT PROCESSING

5.1 Payment Processor

CodeLibra uses third-party payment processors (such as Stripe) to handle all financial transactions. By using our services:

You agree to the payment processor's terms and conditions
You authorize CodeLibra to share necessary information with the payment processor
You acknowledge that we do not store complete payment card information
Payment processing is subject to the processor's fees and policies

5.2 Failed Payments

If a payment fails:

We will attempt to process the payment up to 3 times
License activation will not occur until payment succeeds
Your order may be cancelled after multiple failed attempts

6. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THESE ACCOUNT TERMS, CODELIBRA MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

MODULES ARE PROVIDED "AS IS" AND CODELIBRA DOES NOT WARRANT THAT:

Modules will meet your requirements or expectations
Modules will be error-free, secure, or function without interruption
Modules will be compatible with your systems or other software
Any errors in modules will be corrected
Developers will provide updates, support, or maintenance

CODELIBRA IS NOT RESPONSIBLE FOR:

The quality, functionality, or performance of modules
Developer compliance with license obligations
Disputes between Developers and Licensees
Third-party claims related to modules

Your sole remedy for dissatisfaction with a module is to request a refund in accordance with Section 4.5.

7. LIMITATION OF LIABILITY

7.1 General Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODELIBRA'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE ACCOUNT TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

(a) The total amount you paid to CodeLibra in the 12 months preceding the claim (for Licensees); or
(b) The total amount CodeLibra paid to you in the 12 months preceding the claim (for Developers); or
(c) $100.00

7.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODELIBRA SHALL NOT BE LIABLE FOR:

Lost profits, revenue, or business opportunities
Loss of data or information
Cost of substitute services or products
Indirect, incidental, consequential, exemplary, special, or punitive damages
Any damages arising from third-party conduct or module defects

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if CodeLibra has been advised of the possibility of such damages.

8. GENERAL

8.1 Modifications to Account Terms

CodeLibra may modify these Account Terms at any time by:

Posting revised Account Terms on the Site
Sending notice to your registered email address
Displaying notice of changes when you log into your account

For Developers: Continued use of Developer features after modifications constitutes acceptance. Modifications apply to:

New licensing plans created after the modification date
New Licensees and renewals
Existing licenses remain governed by the previous terms

For Licensees: Modifications apply to:

New purchases made after the modification date
Subscription renewals after the modification date
Existing licenses remain governed by the terms in effect at time of purchase

8.2 Entire Agreement

These Account Terms, together with the Website Terms and Privacy Policy, constitute the entire agreement between you and CodeLibra regarding commercial transactions on the platform. They supersede all prior or contemporaneous communications and proposals, whether oral or written.

8.3 Assignment

You may not assign or transfer these Account Terms or any rights hereunder without CodeLibra's prior written consent. CodeLibra may assign these Account Terms in connection with a merger, acquisition, or sale of assets.

8.4 Severability

If any provision of these Account Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

8.5 Waiver

CodeLibra's failure to enforce any right or provision of these Account Terms will not be deemed a waiver of such right or provision.

8.6 Governing Law

These Account Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions, except to the extent preempted by U.S. federal law.

8.7 Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Account Terms shall be subject to the dispute resolution procedures set forth in the Website Terms (Section 11.2), including the mandatory informal dispute resolution process, the binding arbitration agreement, and the class action waiver.

8.8 Relationship of the Parties

Nothing in these Account Terms creates any agency, partnership, joint venture, or employment relationship between:

CodeLibra and Developers
CodeLibra and Licensees
Developers and Licensees

Each party is an independent contractor.

8.9 Force Majeure

CodeLibra shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

8.10 Contact Information

For questions about these Account Terms:

CodeLibra, Inc.
11 Palmetto Bay Rd STE 101 1074
Hilton Head Island, SC 29928
United States
legal@codelibra.com