This White-Label License Agreement ("Agreement") is entered into between Lorenzo Solomon, an individual operator ("Licensor"), and the customer identified in a signed Order Form ("Licensee").
Subject to Licensee's payment of fees and compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, worldwide license during the Term to:
License does NOT include:
Pricing is specified in the Order Form. Standard structure:
| Component | Description |
|---|---|
| Annual License Fee | Flat annual fee per Licensed Product (starting at $25,000 — $150,000 depending on product) |
| Per-Unit Fee | Per-store, per-seat, or per-employee usage fee (varies by product) |
| Setup Fee | One-time onboarding, deployment, branding, and integration ($5,000 — $25,000 typical) |
| Custom Integration Fees | Hourly or fixed-bid for connecting Licensee's specific systems |
Fees are billed annually in advance via Stripe ACH or bank wire. Net 30 payment terms. Late payments accrue 1.5% monthly interest.
Initial Term is one (1) year from the Order Form Effective Date. Auto-renews for successive one-year terms unless either party provides 90 days' written notice of non-renewal. Annual fee may be increased by up to 7% at renewal with 90 days' notice.
Licensor will host the Licensed Product on Cloudflare infrastructure under Licensee's specified subdomain (or custom domain provided by Licensee). Licensor maintains reasonable uptime targets (99.5% monthly) and provides standard support during US business hours.
For self-hosted deployments on Licensee's infrastructure, additional terms apply — specified in Order Form.
Licensee retains all rights in data uploaded or generated by Licensee's end-users. Licensor processes such data solely as necessary to operate the Licensed Product. Sub-processors (Stripe, Cloudflare, Anthropic, Twilio, Resend, Plaid, etc.) are listed in the master Privacy Policy. Licensee may request a Data Processing Agreement (DPA) — provided at no additional cost.
Licensor retains all right, title, and interest in and to the Licensed Product, including source code, AI prompts, training data, schemas, designs, branding (where not customized), and any improvements made during the Term. This Agreement grants no transfer of ownership.
Licensee retains its own brand assets (logo, colors) supplied for white-labeling.
Any custom integrations or features built specifically for Licensee become part of the Licensed Product unless explicitly assigned in writing.
Each party agrees to maintain the confidentiality of the other party's non-public information and use it only as necessary to perform under this Agreement. Obligations survive termination for three (3) years.
Licensor warrants that the Licensed Product will materially conform to its documented specifications. EXCEPT FOR THIS LIMITED WARRANTY, THE LICENSED PRODUCT IS PROVIDED "AS IS." LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
AI vision output is probabilistic. Licensee is responsible for verifying AI output before acting on it for HACCP, food safety, financial, or other regulated decisions.
EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA.
Exceptions: liability for IP infringement, breach of confidentiality, indemnification obligations, and willful misconduct is uncapped.
Licensor will defend Licensee against third-party claims that the Licensed Product infringes a US patent, copyright, or trademark, and pay damages awarded against Licensee in such action.
Licensee will defend Licensor against third-party claims arising from Licensee's data, customizations, or use of the Licensed Product outside the scope of this Agreement.
Either party may terminate for the other's material breach uncured within 30 days of written notice. Licensor may terminate immediately for non-payment beyond 60 days. On termination, all licenses cease and Licensee has 30 days to export Customer Data.
This Agreement does not cover outright acquisition of the Licensed Product or its underlying IP. Acquisition pricing and terms are negotiated separately on a case-by-case basis. Inquire at [email protected].
This Agreement is governed by the laws of the State of South Carolina. Disputes resolved by binding arbitration in Florence County, South Carolina, except either party may seek injunctive relief in any court of competent jurisdiction for IP infringement or breach of confidentiality.
This Agreement, together with the Order Form, constitutes the entire agreement between the parties. Amendments must be in writing signed by both parties. If any provision is unenforceable, the remainder remains in effect. Neither party may assign without the other's consent (except to an acquirer of substantially all assets).
To negotiate a license: [email protected]
Subject lines: FreshOps Licensing, StoreIQ Licensing, 10-Day Out Licensing, ShiftLeader Licensing, Acquisition Inquiry
© 2026 Lorenzo Solomon. All rights reserved. This is a master template — actual deal terms negotiated and executed via signed Order Form.