# Velvet UI Software License Agreement

**Version 1.0 · Effective 3 August 2026**

Copyright © 2026 Sai Shanmukh. All rights reserved.

This Velvet UI Software License Agreement (the **“Agreement”**) is a legal
agreement between you and Sai Shanmukh, Bengaluru, Karnataka, India, who offers
the Software under the name Velvet UI (**“Licensor”**).

Velvet UI is proprietary software distributed in compiled or minified form. It
is not open-source software. Access to the unminified codebase is not included
under this Agreement.

## 1. Acceptance and authority

By downloading, installing, copying, modifying, purchasing a license for, or
using the Software, you accept this Agreement. If you do not accept it, do not
use the Software.

If you accept this Agreement for an organization or another person, you
represent that you have authority to bind that organization or person. In that
case, **“you”** and **“Licensee”** refer to that organization or person.

For a paid license, this Agreement is also accepted through the affirmative
agreement presented before purchase. The purchaser is responsible for ensuring
that the name and organization shown in the order are accurate.

## 2. Definitions

### 2.1 Software

**“Software”** means the compiled or minified Velvet UI package, its included
files, documentation, examples, and any public update or new public version
made available by Licensor under the Velvet UI name. Software does not include
the Unminified Codebase or a separately branded product.

### 2.2 Unminified Codebase

**“Unminified Codebase”** means Licensor's non-public source files, internal
repository, build materials, design files, tests, and other development assets
not included in the publicly distributed package.

### 2.3 Authorized User

**“Authorized User”** means an individual who accesses or uses the Software to
design, develop, test, or maintain a Project. A person who merely uses a
finished Project as an End User is not an Authorized User.

### 2.4 Project and End User

**“Project”** means a website, application, service, or other finished product
that incorporates the Software and whose primary purpose is not to distribute,
expose, or make the Software available as a reusable development resource.

**“End User”** means a person who uses a Project for its intended purpose and
does not access the Software to build or maintain Projects.

### 2.5 Non-Commercial Use and Commercial Use

**“Non-Commercial Use”** means use solely for personal learning, education,
non-commercial research, a hobby, or a charitable or public-interest purpose,
without direct or indirect compensation, revenue, fees, advertising,
sponsorship, business advantage, client delivery, fundraising tied to the
Project, or an anticipated commercial application.

Use by or for a for-profit business, in an internal business operation, in paid
or client work, to market a paid product or service, or in a revenue-generating
or monetized Project is Commercial Use even if the Project itself is free.
Nonprofit status alone does not determine whether a use is Non-Commercial Use.

**“Commercial Use”** means any use that is not Non-Commercial Use.

### 2.6 Organization, Client, and Contractor

**“Organization”** means the single legal entity identified in the applicable
order. Parents, subsidiaries, affiliates, franchisees, and other entities under
common control are separate organizations.

**“Client”** means a person or entity for whom Licensee creates a custom
Project as a professional service.

**“Contractor”** means an individual engaged by Licensee to work solely on
Licensee's behalf and under Licensee's direction for the relevant Project.

### 2.7 Order, License Key, and Paid License

**“Order”** means the completed purchase record issued through Dodo Payments
that identifies the purchased tier, purchaser, price, and transaction.

**“License Key”** means the entitlement key issued by Dodo Payments as evidence
of a paid license. A License Key does not transfer ownership of the Software.

**“Paid License”** means a valid Individual Commercial License or Organization
Commercial License for which payment has been successfully completed and not
refunded, reversed, or charged back.

## 3. General license grant

Subject to this Agreement and the applicable tier, Licensor grants Licensee a
limited, worldwide, non-exclusive, non-transferable except as allowed in
Section 17, and non-sublicensable license to:

1. download, install, execute, and internally reproduce the Software;
2. configure and modify the Software for a permitted Project;
3. incorporate the Software into any number of permitted Projects; and
4. deploy and distribute a permitted Project to Clients and End Users,
   including as a hosted service or compiled application.

The Software may be included in a Project only as part of that Project. It must
not be packaged, documented, exposed, or distributed for reuse as a component
library, toolkit, template, starter, or other development resource.

Every license is conditioned on continued compliance with this Agreement. A
Paid License is perpetual unless terminated for breach under Section 13.

## 4. Free Non-Commercial License

Licensor grants each Licensee a no-charge, perpetual license to use the
Software in unlimited Non-Commercial Projects. The Free Non-Commercial License
has no numerical Project or Authorized User limit, but every use must remain
Non-Commercial Use.

If a Project becomes Commercial Use, or is reasonably expected to become
Commercial Use, Licensee must obtain the appropriate Paid License before that
Commercial Use begins.

## 5. Individual Commercial License

After a valid purchase, the Individual Commercial License permits Commercial
Use in unlimited Projects by no more than **two Authorized Users in total** at
any one time.

The purchaser may be a named individual or a team identified in the Order, but
the two-user maximum applies across all employees, founders, partners, and
Contractors who access or use the Software. Authorized Users may be reassigned,
provided that access is removed from the former user before it is granted to a
replacement and reassignment is not used to evade the user limit.

If a third Authorized User needs access, Licensee must obtain an Organization
Commercial License before providing that access.

## 6. Organization Commercial License

After a valid purchase, the Organization Commercial License permits the single
Organization named in the Order to make Commercial Use of the Software in
unlimited Projects through any number of its employees and Contractors.

The license does not extend to a parent, subsidiary, affiliate, Client, or
other legal entity. A Contractor may use the Software only for the named
Organization, must comply with this Agreement, and must stop using and delete
the Organization's copies when the engagement ends. The Organization is
responsible for its Authorized Users and Contractors.

## 7. Client work and End Users

An Individual or Organization Commercial License may be used to create
unlimited custom Projects for unlimited Clients, subject to its Authorized User
scope.

A Client or End User may use, host, operate, and receive a finished Project
without purchasing a separate Velvet UI license. This exception does not allow
the Client or End User to extract, reuse, modify, or access the Software as a
development resource. A Client whose personnel need to use the Software to
develop or materially maintain Projects must obtain its own appropriate
license.

Licensee must not represent that ownership of the Software or the Velvet UI
brand transfers with a Project.

## 8. Contractors

A Contractor who accesses the Software counts as an Authorized User under an
Individual Commercial License. Contractors acting solely for the named
Organization are covered by an Organization Commercial License.

Licensee must ensure each Contractor is bound by written obligations at least
as protective of the Software as this Agreement. A Contractor receives no
independent right to reuse the Software for another customer or Project.

## 9. Paid access to future public versions

Each Paid License includes, without an additional license fee, access to every
future version that Licensor publicly releases under the Velvet UI name. This
right is perpetual and includes the right to continue using versions lawfully
obtained while the Paid License remains in force.

This provision is not a promise that Licensor will continue to develop,
maintain, publish, host, or support the Software, release any feature, preserve
compatibility, or keep any distribution channel available. It does not include
the Unminified Codebase, a separately branded product, custom development, or a
service sold under a separate agreement.

## 10. Support

All tiers include access without a separate support fee to the documentation
and public support channels that Licensor makes generally available. Support
may include reasonable responses to bug reports, installation questions, and
license questions.

Support does not include a service-level agreement, guaranteed response or
resolution time, custom implementation, consulting, debugging of an unrelated
codebase, migration work, security or compliance review, or access to the
Unminified Codebase. Licensor may prioritize requests, require a reproducible
example, move support between channels, and decline abusive, unlawful,
duplicative, or out-of-scope requests. Support is available only while Licensor
maintains the relevant support channel; no continued development or support
period is promised.

Public bug reports may be submitted at
<https://github.com/0xHecker/velvetui-support/issues>. Do not include secrets,
credentials, proprietary code, or personal data in a public issue.

## 11. Restrictions

Except to the extent this Agreement expressly permits, Licensee must not, and
must not enable anyone else to:

1. sell, resell, rent, lease, sublicense, publish, mirror, or redistribute the
   Software on a standalone basis;
2. share the Software as a reusable library, component collection, toolkit,
   template, theme, starter kit, design system, or source repository;
3. use the Software or a derivative to create or provide a product whose
   primary purpose is to supply reusable user-interface components, sheets,
   toasts, motion primitives, templates, or a builder that enables users to
   construct their own products from those materials;
4. make a License Key public or provide it outside the persons covered by the
   applicable Paid License;
5. remove, conceal, or alter copyright, license, attribution, or proprietary
   notices;
6. circumvent or interfere with a License Key, entitlement check, access
   control, or other protective measure;
7. reverse engineer, decompile, disassemble, or attempt to derive the
   Unminified Codebase, except and only to the extent applicable law gives a
   non-waivable right to do so; or
8. use the Software in violation of law or third-party rights.

Nothing in this Agreement limits a right that cannot lawfully be limited,
including any applicable right to observe, study, test, back up, or obtain
information necessary for interoperability. Information obtained under such a
right may be used only for the purpose and within the limits required by law.

## 12. Ownership, third-party materials, and feedback

The Software is licensed, not sold. Licensor and its licensors retain all
right, title, and interest in the Software, documentation, designs,
derivatives, trademarks, and associated intellectual property. All rights not
expressly granted are reserved. This Agreement does not grant a right to use
the Velvet UI name, logo, or other brand features except for accurate,
non-misleading identification of the Software used in a Project.

Third-party code, fonts, icons, or other materials may be governed by their own
notices and licenses. Those terms control for the applicable third-party
materials. Licensor grants rights only to material it has authority to license.

If Licensee voluntarily provides feedback, suggestions, or a bug report,
Licensee grants Licensor a perpetual, worldwide, irrevocable, royalty-free,
transferable, and sublicensable right to use and incorporate it without
restriction or compensation. This does not transfer ownership of Licensee's
Project or confidential information.

## 13. License Keys, refunds, and chargebacks

Dodo Payments issues and administers License Keys for Paid Licenses. Licensee
must keep a License Key reasonably secure and promptly report suspected misuse.
Licensor and Dodo Payments may disable or replace a compromised key without
reducing the underlying license rights of a compliant Licensee.

A successful refund, payment reversal, or chargeback terminates the associated
Paid License when the funds are returned or reversed, unless mandatory law
requires a different result. A good-faith exercise of a statutory dispute right
is not itself a breach, but Licensee may not continue exercising paid rights
after the purchase price has been returned.

Refunds and payment disputes are otherwise governed by the [Velvet UI Terms and
Conditions](./TERMS.md) and Dodo Payments' buyer terms.

## 14. Term and termination

This Agreement begins when Licensee first accepts it and continues until
terminated. Licensor may not terminate a compliant Paid License for
convenience.

Licensor may terminate a license by written notice if Licensee materially
breaches this Agreement and does not cure the breach within thirty days after
notice. Licensor may terminate immediately for deliberate piracy, standalone
redistribution, fraudulent purchase, intentional License Key sharing outside
the licensed scope, or a breach that cannot reasonably be cured.

On termination, Licensee must stop using the Software and delete reusable
copies under its control. Licensee may no longer develop, update, or distribute
Projects using the Software. End Users may continue using Projects that were
lawfully distributed before termination, but they receive no development or
redistribution right.

Sections concerning ownership, restrictions, payment consequences, feedback,
disclaimers, liability, indemnity, dispute resolution, and general terms
survive termination to the extent their nature requires.

## 15. Disclaimer of warranties

To the maximum extent permitted by law, the Software, documentation, updates,
and support are provided **“as is”** and **“as available.”** Licensor disclaims
all express, implied, statutory, and collateral warranties, including
merchantability, satisfactory quality, fitness for a particular purpose,
title, non-infringement, accuracy, quiet enjoyment, and warranties arising from
course of dealing or usage of trade.

Licensor does not warrant that the Software will be uninterrupted, secure,
error-free, compatible with every browser, device, dependency, or framework,
or suitable for safety-critical, medical, financial, or other high-risk use.
Licensee is responsible for testing each Project, maintaining backups, applying
appropriate security controls, and determining suitability for its use.

This Section does not exclude a warranty, guarantee, or statutory remedy that
applicable law does not permit the parties to exclude.

## 16. Limitation of liability

To the maximum extent permitted by law, Licensor will not be liable for any
indirect, incidental, special, exemplary, punitive, or consequential loss, or
for lost profits, revenue, business opportunity, goodwill, anticipated savings,
or data, arising from or related to the Software or this Agreement, even if
advised that the loss was possible.

To the maximum extent permitted by law, Licensor's aggregate liability arising
from or related to the Software or this Agreement will not exceed:

- for a Paid License, the license fee actually paid for the Order giving rise
  to the claim, excluding tax; or
- for a Free Non-Commercial License, US$25 or its equivalent in local currency.

These limitations apply regardless of the legal theory and even if a remedy
fails of its essential purpose. They do not limit liability that cannot
lawfully be limited, including liability for fraud, fraudulent
misrepresentation, wilful misconduct, or death or personal injury caused by
negligence where applicable law prohibits that limitation.

## 17. Indemnity for business use

To the extent permitted by law, a Licensee making Commercial Use will defend,
indemnify, and hold harmless Licensor from third-party claims, damages,
judgments, penalties, and reasonable legal fees arising from:

1. Licensee's Project, content, data, products, services, or relationship with
   its Client or End Users;
2. Licensee's violation of law or third-party rights; or
3. Licensee's use or distribution of the Software outside this Agreement.

Licensor must promptly notify Licensee of a covered claim, allow Licensee to
control its defense and settlement, and provide reasonable cooperation at
Licensee's expense. Licensee may not settle a claim in a manner that admits
fault by, imposes a non-monetary obligation on, or fails to release Licensor
without Licensor's written consent, not to be unreasonably withheld.

This Section does not apply to a consumer to the extent prohibited by mandatory
consumer law.

## 18. Assignment

Licensee may not assign or transfer this Agreement or a license, in whole or in
part, without Licensor's prior written consent. An Organization may transfer
its Organization Commercial License as part of a merger or sale of
substantially all of its business or assets if the successor is not a direct
competitor of Velvet UI, accepts this Agreement in writing, gives Licensor
prompt notice, and the transferring Organization stops using the Software.

Licensor may assign this Agreement with the Software or the business operating
Velvet UI, provided the assignee assumes Licensor's obligations. An attempted
assignment contrary to this Section is void to the extent permitted by law.

## 19. Changes to this Agreement

Licensor may publish revised terms for future transactions or releases. Version
1.0 continues to govern Software and paid future-version rights supplied under
an Order accepted under Version 1.0 unless Licensee expressly agrees to a later
version or a change is required by law. A revision will not retroactively
remove a compliant Licensee's perpetual rights in versions already lawfully
obtained.

## 20. Governing law and courts

This Agreement is governed by the laws of India, without regard to conflict-of-
laws principles. Subject to any non-waivable right of a consumer to bring a
claim elsewhere, the courts located in Bengaluru, Karnataka, India have
exclusive jurisdiction over disputes arising from or related to this
Agreement. The United Nations Convention on Contracts for the International
Sale of Goods does not apply.

Nothing in this Agreement limits mandatory consumer protections or another
right that applicable law does not permit the parties to waive.

## 21. General terms

This Agreement, the applicable Order, the [Velvet UI Terms and
Conditions](./TERMS.md), and any separately signed agreement form the entire
agreement concerning the Software. If they conflict:

1. a separately signed agreement controls for its stated subject;
2. this Agreement controls the scope and use of Software rights;
3. the Order controls the purchased tier, named Licensee, and amount paid; and
4. the Terms and Conditions control the website and purchase process.

Dodo Payments' buyer terms control payment processing, tax, invoicing,
chargebacks, and refunds handled by Dodo Payments, but do not expand the
Software license granted here.

A failure to enforce a provision is not a waiver. Waivers must be written. If a
provision is unenforceable, it will be enforced to the maximum lawful extent
and the remainder will continue in effect. Headings are for convenience only.
The words **“including”** and **“includes”** are not limiting. Electronic records
and notices satisfy a writing requirement to the extent permitted by law.

## 22. Contact and legal notices

Questions and legal notices may be sent to:

**Sai Shanmukh**<br>
Velvet UI<br>
Bengaluru, Karnataka, India<br>
<msshanmukh@gmail.com>

Access to the Unminified Codebase, source-code rights, or custom license terms
requires a separate written agreement signed by Licensor. Contact the address
above to discuss those arrangements.