🦀 Cargo Mate SOFTWARE LICENSE AGREEMENT

1. DEFINITIONS

For purposes of this License Agreement ("Agreement"), the following terms shall have the meanings set forth below:

• "Agreement"

means this Software License Agreement, including all amendments, modifications, and supplements hereto.

• "Commercial Use"

means any use, reproduction, modification, distribution, or other exploitation of the Software by or for any entity that: (i) has annual gross revenues exceeding US $100,000 in the immediately preceding twelve (12) month period; (ii) is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code with annual gross revenues exceeding US $100,000 in the immediately preceding twelve (12) month period; (iii) is owned, controlled by, or under common control with any entity meeting criteria (i) or (ii); (iv) uses the Software in connection with any commercial product, service, or offering that generates or is intended to generate revenue exceeding US $100,000 annually, regardless of the entity's size or funding status; or (v) any entity that CyberBoost LLC, in its sole discretion, determines should obtain a commercial license regardless of revenue thresholds.

• "Contribution"

means any work of authorship, including code, documentation, configuration files, comments, bug reports, feature requests, test cases, translations, or any other materials, that is intentionally submitted to Licensor for inclusion in or improvement of the Software.

• "Contributor"

means any individual or Legal Entity that submits a Contribution.

• "Distribute"

means to make available to third parties, whether by download, physical media, network transmission, or any other method of conveyance.

• "Legal Entity"

means the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

• "Licensor"

means CyberBoost LLC, a Florida limited liability company, and its successors and assigns.

• "Modify" or "Modification"

means any addition to, deletion from, or change to the substance or structure of the Software, including but not limited to: (i) any addition to or deletion from the contents of a file containing Software; (ii) any new file that contains any portion of the Software; or (iii) any new file that is contributed or otherwise made available under the terms of this Agreement.

• "Small Entity"

means any individual or Legal Entity that does not meet the criteria for Commercial Use as defined herein, and that uses the Software solely for internal business operations, research, development, testing, or personal purposes, and not in connection with any revenue-generating commercial product or service.

• "Software"

means the Cargo Mate software program (a product of CyberBoost LLC d/b/a Cargo Mate), including all source code, object code, executable files, documentation, configuration files, data files, and any Modifications thereto, whether in whole or in part, in any form, and on any media, including any updates, upgrades, bug fixes, patches, or new versions provided by Licensor.

• "You" or "Your"

means an individual or Legal Entity exercising permissions granted by this Agreement.

2. GRANT OF RIGHTS TO SMALL ENTITIES

2.1 License Grant.

Subject to the terms and conditions of this Agreement, Licensor hereby grants to You, if You qualify as a Small Entity, a worldwide, royalty-free, non-exclusive, non-transferable, revocable license during the term of this Agreement to:

• (a) use, execute, and run the Software for Your internal purposes;
• (b) reproduce the Software for backup and archival purposes;
• (c) create Modifications of the Software; and
• (d) distribute the Software and Modifications, provided that such distribution complies with Section 2.2 below.

2.2 Distribution Requirements.

If You distribute the Software or any Modifications:

• (a) You must retain and include with each copy all copyright, patent, trademark, and attribution notices contained in the Software;
• (b) You must include a complete copy of this Agreement with each distributed copy;
• (c) You must clearly identify any Modifications You have made;
• (d) You may not remove or alter any proprietary rights notices;
• (e) You must ensure that any recipient of the Software receives the same rights under this Agreement that You received; and
• (f) You may not impose any additional restrictions on the recipients' exercise of the rights granted herein.

2.3 Sublicensing Prohibited.

You may not sublicense the Software. Any attempt to sublicense shall be void and shall automatically terminate Your rights under this Agreement.

2.4 No Implied Rights.

Except as expressly set forth herein, no other rights or licenses are granted to You, whether by implication, estoppel, or otherwise.

3. COMMERCIAL USE LICENSE REQUIREMENT

3.1 Commercial License Trigger.

If You engage in Commercial Use of the Software, You must obtain a separate commercial license from Licensor before such Commercial Use commences. The rights granted in Section 2 above do not extend to Commercial Use.

3.2 Transition Period.

If You transition from Small Entity status to Commercial Use status:

• (a) You have thirty (30) days from the date You first meet the Commercial Use criteria to either: (i) obtain a commercial production license key from Licensor, or (ii) cease all use of the Software and comply with Section 8.3 below;
• (b) During such thirty (30) day period, You may continue to use the Software under this Agreement solely to the extent necessary to transition to a commercial license or to cease use;
• (c) You must promptly notify Licensor in writing of Your change in status.

3.3 Commercial License Terms.

Commercial production license keys are available from Licensor under separate terms and conditions. Contact mate@cargo.do for commercial licensing information.

3.4 Automatic Termination for Non-Compliance.

Any Commercial Use without a valid commercial production license key shall automatically terminate all rights granted under this Agreement immediately upon commencement of such Commercial Use, without notice from Licensor.

4. CONTRIBUTOR LICENSE AGREEMENT

4.1 Grant of Rights in Contributions.

By submitting any Contribution to Licensor, You hereby grant to Licensor a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license, with the right to sublicense, to:

• (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Contribution in any form, medium, or technology now known or later developed;
• (b) incorporate the Contribution into the Software and to distribute the Software with such Contribution included; and
• (c) grant to third parties the foregoing rights under the same terms as this Agreement.

4.2 Representations and Warranties.

By submitting a Contribution, You represent and warrant that:

• (a) You have the legal right and authority to enter into this Agreement;
• (b) Your Contribution is Your original creation or You have sufficient rights to grant the rights conveyed by this Agreement;
• (c) Your Contribution does not, to Your knowledge, violate any third party's copyrights, trademarks, patents, or other intellectual property rights;
• (d) You are not aware of any claims, suits, or actions pertaining to Your Contribution;
• (e) Your Contribution complies with all applicable laws and regulations.

4.3 Electronic Acceptance.

Your submission of a Contribution through any electronic means (including but not limited to pull requests, email, or issue tracking systems) constitutes Your acceptance of and agreement to be bound by this Section 4.

4.4 No Obligation.

Licensor is under no obligation to accept, incorporate, or use any Contribution.

5. TRADEMARK RIGHTS AND RESTRICTIONS

5.1 Licensor Trademarks.

Licensor owns and retains all rights in the following trademarks and service marks: "Cargo Mate," "CyberBoost," and any associated logos or branding elements (collectively, the "Licensor Marks").

5.2 Limited Trademark License.

You are granted a limited, non-exclusive, non-transferable license to use the Licensor Marks solely:

• (a) to identify unmodified versions of the Software in accordance with accepted trademark practices;
• (b) in compliance with any trademark usage guidelines published by Licensor and made available at https://cargo.do or through other reasonable means; and
• (c) in a manner that does not suggest endorsement, sponsorship, or affiliation with Licensor beyond the licensing relationship established herein.

5.3 Trademark Restrictions.

You may not:

• (a) use any Licensor Mark as part of Your own product, service, or company name;
• (b) use any Licensor Mark in any manner that may cause confusion, mistake, or deception;
• (c) use any Licensor Mark to disparage Licensor, its products, or services;
• (d) register any trademark, domain name, or other identifier that incorporates or is confusingly similar to any Licensor Mark; or
• (e) challenge Licensor's ownership of the Licensor Marks.

5.4 No Other Trademark Rights.

Except as expressly set forth in Section 5.2, no trademark license is granted hereunder, and all rights in the Licensor Marks are reserved to Licensor.

6. DISCLAIMER OF WARRANTIES

6.1 AS-IS BASIS.

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• (b) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• (c) WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS;
• (d) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SOFTWARE OR ANY INFORMATION PROVIDED THEREWITH.

6.2 Risk Assumption.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH USE.

6.3 Jurisdictional Variations.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to You. In such jurisdictions, Licensor's warranties are limited to the minimum scope and duration required by applicable law.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY:

• (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• (b) DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES;
• (c) DAMAGES ARISING FROM OR RELATING TO YOUR USE OR INABILITY TO USE THE SOFTWARE;
• (d) DAMAGES ARISING FROM ANY THIRD-PARTY CLAIMS; OR
• (e) DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.

7.2 Cap on Total Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED ONE HUNDRED DOLLARS (US $100.00).

7.3 Essential Purpose.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 7 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7.4 Jurisdictional Variations.

Some jurisdictions do not allow the limitation or exclusion of certain damages, so some of the above limitations may not apply to You.

8. TERMINATION

8.1 Termination for Breach.

Licensor may terminate this Agreement immediately upon written notice if You materially breach any term of this Agreement and fail to cure such breach within fifteen (15) days after receiving written notice of the breach from Licensor.

8.2 Termination by You.

You may terminate this Agreement at any time by ceasing all use of the Software and complying with Section 8.3 below.

8.3 Effect of Termination.

Upon termination of this Agreement:

• (a) all rights granted to You under this Agreement shall immediately cease;
• (b) You must promptly cease all use of the Software;
• (c) You must destroy or permanently remove all copies of the Software in Your possession or control, including all backups and archived copies;
• (d) upon Licensor's written request, You must provide written certification of such destruction or removal; and
• (e) any Contributions previously submitted shall remain subject to Section 4.

8.4 Survival.

The following provisions shall survive termination of this Agreement: Sections 1 (Definitions), 4 (Contributor License Agreement), 5.4 (No Other Trademark Rights), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8.3 (Effect of Termination), 8.4 (Survival), 9 (Profit Distribution to Contributors), 10 (Export Compliance), 11 (Governing Law and Jurisdiction), and 12 (General Provisions).

9. PROFIT DISTRIBUTION TO CONTRIBUTORS

9.1 Revenue Sharing Commitment.

CyberBoost LLC commits to distributing commercial licensing revenue from the Cargo Mate Software according to the following allocation structure:

• (a) Up to thirty-three percent (33%) of net profits from Cargo Mate commercial licensing shall be distributed quarterly to Approved Active Contributors as defined below;
• (b) Thirty-three percent (33%) of net profits shall be allocated for operational overhead and business expenses;
• (c) Thirty-three percent (33%) of net profits shall be allocated for investments, reserves, and business development; and
• (d) The remaining one percent (1%) shall be retained for administrative costs related to profit distribution.

9.2 Approved Active Contributors.

(a) Eligibility Requirements: To qualify for profit distribution, a Contributor must be designated as an "Approved Active Contributor" by CyberBoost LLC based on:

• (i) Significant ongoing contributions to the Software development, maintenance, or enhancement;
• (ii) Active participation in project development within the preceding twelve (12) months;
• (iii) Formal approval by CyberBoost LLC management; and
• (iv) Execution of a separate contributor agreement if required.

(b) Merit-Based Selection: Designation as an Approved Active Contributor is not automatic and is not a participation award. Selection is based on the quality, significance, and impact of contributions to the Software.

(c) Grandfathered Contributors: Certain contributors may be designated as "Grandfathered Contributors" at CyberBoost LLC's sole discretion, maintaining profit-sharing eligibility based on historical contributions.

9.3 Distribution Methodology.

(a) Weighted Distribution: The thirty-three percent (33%) allocation to Approved Active Contributors shall be distributed using a weighted system based on:

• (i) Contribution significance and impact;
• (ii) Time and effort invested;
• (iii) Technical complexity of contributions;
• (iv) Current market conditions and business performance; and
• (v) Other factors determined by CyberBoost LLC in its sole discretion.

(b) Variable Allocation: The actual percentage distributed to contributors may be less than thirty-three percent (33%) based on market conditions, business performance, and other factors as determined by CyberBoost LLC.

(c) Quarterly Distribution: Distributions, if any, shall be made quarterly within sixty (60) days after the end of each calendar quarter, subject to available profits and cash flow.

9.4 No Guarantee or Obligation.

• (a) Profit distribution under this Section 9 is discretionary and subject to business performance, cash flow, and other operational considerations;
• (b) No Contributor has a guaranteed right to profit distribution;
• (c) CyberBoost LLC reserves the right to modify, suspend, or terminate the profit-sharing program at any time with thirty (30) days written notice;
• (d) This profit-sharing arrangement does not create an employment, partnership, or joint venture relationship.

9.5 Tax Responsibilities.

Each recipient of profit distributions is solely responsible for all applicable taxes on amounts received. CyberBoost LLC will issue appropriate tax documentation as required by law.

10. EXPORT COMPLIANCE AND LEGAL COMPLIANCE

10.1 Export Control Laws.

You acknowledge that the Software may be subject to export control laws and regulations of the United States and other countries. You agree to comply with all applicable export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

10.2 Prohibited Destinations and Parties.

You represent and warrant that You will not, directly or indirectly, export, re-export, transfer, or make available the Software:

• (a) to any country subject to a U.S. government embargo or designated as a "terrorist supporting" country;
• (b) to any person or entity on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List, Entity List, or Unverified List; or
• (c) for any purpose prohibited by applicable law, including but not limited to nuclear, chemical, or biological weapons proliferation.

10.3 General Legal Compliance.

You agree to use the Software in compliance with all applicable federal, state, local, and international laws, regulations, and ordinances.

10.4 Government End Users.

If You are a U.S. government end user, the Software is provided as "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in applicable government regulations.

11. GOVERNING LAW AND JURISDICTION

11.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.

11.2 Exclusive Jurisdiction.

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in Pinellas County, Florida, and the parties hereby consent to the personal jurisdiction and venue of such courts.

11.3 Waiver of Jury Trial.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12. GENERAL PROVISIONS

12.1 Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.

12.2 Amendment.

This Agreement may only be amended by a written instrument signed by an authorized representative of Licensor. Licensor reserves the right to modify this Agreement for future versions of the Software.

12.3 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.4 Waiver.

No waiver of any term or condition of this Agreement shall be deemed or constitute a waiver of any other term or condition, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

12.5 Assignment.

You may not assign, transfer, or delegate any of Your rights or obligations under this Agreement without Licensor's prior written consent. Licensor may freely assign this Agreement. Any attempted assignment in violation of this provision shall be void.

12.6 Independent Contractors.

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, employment, or similar relationship between the parties.

12.7 Notices.

All notices under this Agreement must be in writing and delivered to CyberBoost LLC, 7901 4th St N STE 300, St. Petersburg, FL 33702, or mate@cargo.do, or such other address as may be designated in writing by Licensor.

12.8 Force Majeure.

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or government actions.

12.9 Interpretation.

Section headings are for convenience only and do not affect interpretation. Unless the context clearly requires otherwise, (a) "including" means "including without limitation," (b) "or" is disjunctive but not necessarily exclusive, and (c) words in the singular include the plural and vice versa.

Contact Information

© 2025 CyberBoost LLC. All rights reserved.