LICENSE

RAILSFAST COMMERCIAL LICENSE AGREEMENT

Last Updated: November 23, 2025

This RailsFast Commercial License Agreement (the “Agreement”) is a legal agreement between you (“Licensee”, “you”) and Latent Software LLC, a Wyoming limited liability company with its principal place of business at 30 N Gould St, Ste N, Sheridan, WY 82801, USA (“Licensor”, “we”, “us”, “our”), governing your use of the RailsFast Software, whether obtained by purchase, gift, trial, complimentary access, beta access, or any other means.

By purchasing, being granted access to, accessing, installing, cloning, downloading, or otherwise using any part of the RailsFast codebase or related materials (collectively, the “RailsFast Software”), you agree to be bound by this Agreement. If you do not agree, do not access or use the RailsFast Software.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity. In that case, “Licensee” means that entity and its permitted users.

1. DEFINITIONS

For purposes of this Agreement:

1.1 “RailsFast Software” means the proprietary software codebase commonly referred to as RailsFast (including the private GitHub repository railsfast/railsfast-base), together with any associated configuration files, scripts, documentation, example code, and any updates, modifications, or derivative works that we provide to you under this Agreement (if any). For clarity, RailsFast Software does not include any third-party open-source components, which remain governed by their own licenses.

1.2 “Order Form” means the online checkout page, pricing page, Stripe payment page, invoice, receipt, or other written order or confirmation (including any page on railsfast.com) referencing RailsFast that describes the license type, project limits, usage tier, permitted number of users, support and update period, and any other transaction-specific terms.

1.3 “Licensee” means (a) the individual person or legal entity that appears as the customer on an applicable Order Form for the RailsFast Software, or (b) any individual person or legal entity to whom Licensor has otherwise granted access to the RailsFast Software (including, without limitation, access granted on a complimentary, beta, evaluation, promotional, or gifted basis). For clarity, anyone who is granted access to the RailsFast Software by Licensor is a Licensee and is bound by this Agreement.

1.4 “Usage Tier” means the specific license level or plan (e.g., personal, studio, agency, etc.) and its associated limits (including but not limited to number of Projects, permission to build for clients, maximum number of authorized users, and support/update period) as described on the applicable Order Form and/or pricing page at the time of purchase or as otherwise communicated in writing by Licensor.

1.5 “Project” (or “End Product”) means a single distinct software application, website, SaaS product, internal tool, or other software-based product that:

(a) is built using, based on, or derived from the RailsFast Software in whole or in part; and (b) is branded, marketed, sold, deployed, or operated as a distinct product or service (including under a distinct brand, domain name, or subdomain) for a particular audience or customer base.

For clarity, each of the following is deemed a separate Project:

A new product or service, even if built from the same codebase as an existing Project.
A white-labeled or rebranded version of an existing product targeting a different customer base, brand, or domain.
A deployment of substantially similar functionality under a different brand, business, or domain, where a reasonable person would view it as a distinct product.

By contrast, the following do not constitute separate Projects:

Non-public staging, development, or testing environments that exist solely to support a single production deployment of the same Project.
Temporary feature branches or internal test deployments that are not marketed, sold, or operated as separate products.

1.6 “Client” means any third party (person or entity) for whom Licensee builds, customizes, or deploys a Project as part of Licensee’s commercial activities (e.g., agency or consultancy services).

1.7 “Authorized Users” means Licensee’s employees and individual contractors who are explicitly authorized by Licensee to access and use the RailsFast Software solely on Licensee’s behalf and in accordance with this Agreement and the applicable Usage Tier.

1.8 “Support Services” means any technical assistance, help, or support that we may, in our discretion, provide to Licensee in connection with the RailsFast Software.

1.9 “Updates” means bug fixes, patches, enhancements, or new versions of the RailsFast Software that we may elect to make available to Licensee during any applicable update period specified in the Usage Tier.

2. LICENSE GRANT

2.1 Grant. Subject to Licensee’s full and ongoing compliance with this Agreement (including, where applicable, payment of all fees and compliance with any Usage Tier or other usage limits communicated by Licensor), Licensor grants to Licensee a non-exclusive, non-transferable (except as expressly provided herein), revocable, worldwide, perpetual license to:

(a) access and use the version of the RailsFast Software made available to Licensee under the applicable Order Form (if any) or otherwise made available to Licensee by Licensor; and (b) create, run, and operate Projects using the RailsFast Software,

in each case solely up to the limits and within the scope defined in the applicable Usage Tier and this Agreement.

2.2 Individual vs Entity Licensee.

(a) If the Licensee is an individual, Licensee is that natural person. Only that person may directly access and work with the RailsFast Software, except as expressly allowed by the Usage Tier.

(b) If the Licensee is a company or other legal entity, Licensee is that entity. In that case, Licensee may permit its Authorized Users to access and use the RailsFast Software solely on Licensee’s behalf, subject to the Usage Tier (including any limits on team size or number of Authorized Users). Licensee is fully responsible for all acts and omissions of its Authorized Users.

2.3 Tier Limits and Precedence of Order Form.

The specific scope of Licensee’s rights (including but not limited to number of Projects allowed, whether Licensee may build for Clients, the maximum number of Authorized Users, and the duration of Support Services and Updates) is defined by the applicable Usage Tier as described on the relevant Order Form and/or pricing page at the time of purchase.

In the event of any conflict between the general terms of this Agreement and the specific terms stated on the Order Form, the Order Form governs as to those conflicting terms.

3. PERMITTED USES

3.1 General Commercial Use.

All Usage Tiers are intended for commercial use. Subject to the Usage Tier limits and restrictions in this Agreement, Licensee may:

(a) use the RailsFast Software to create, develop, customize, operate, and monetize Projects; (b) deploy Projects to production and charge users or customers for access or usage; and (c) use Projects internally for Licensee’s own business operations.

3.2 Personal-Only Tiers.

If Licensee is granted access under a Usage Tier designated as personal, solo, or otherwise indicating no client work, then:

(a) Licensee may use the RailsFast Software only to create and operate Projects for Licensee’s own direct benefit; and (b) Licensee may not use the RailsFast Software to build Projects for Clients, whether paid or unpaid, or for any third party.

3.3 Agency / Client-Work Tiers.

If Licensee is granted access under a Usage Tier that explicitly permits client or agency work:

(a) Licensee may use the RailsFast Software to create Projects for Clients, subject to the Project limits in the Usage Tier. (b) Each Project built for a Client counts toward Licensee’s Project limit. (c) Licensee may, as part of a Project delivery, transfer a private copy of the relevant Project codebase to that Client, provided that:

such transfer is only for that specific Project;
the Client is informed that the Project incorporates proprietary RailsFast Software licensed from Licensor;
the Client’s use of the Project remains subject to this Agreement (as applied to that single Project); and
Licensee does not thereby grant the Client broader rights to the RailsFast Software than Licensee has under this Agreement.

(d) Licensee shall ensure that any Client who receives a Project incorporating the RailsFast Software agrees in writing to terms no less protective of Licensor’s rights than this Agreement with respect to that Project.

Except for the limited one-Project transfer described in Section 7.2, Licensee may not sublicense or redistribute the RailsFast Software to any Client.

3.4 Modifications.

Licensee may modify the RailsFast Software solely as necessary to build and operate Projects within the scope of the applicable Usage Tier. All such modifications remain subject to this Agreement, and Licensor retains all intellectual property rights in the RailsFast Software and all modifications and derivative works thereof, except as expressly stated in this Agreement.

4. RESTRICTIONS (WHAT YOU MAY NOT DO)

Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit any third party (including Authorized Users or Clients) to:

4.1 No Public Repos or Open Source.

(a) Make the RailsFast Software, or any portion thereof, publicly available in source code or object code form, including but not limited to on GitHub, GitLab, Bitbucket, or any other public code hosting or sharing platform.

(b) Distribute, open-source, or otherwise make publicly available any Project, derivative work or code that contains material portions of the RailsFast Software or that would allow a third party to reconstruct substantial parts of the RailsFast codebase or architecture.

4.2 No Templates, Boilerplates, or Competing Products.

(a) Use the RailsFast Software to create, develop, or distribute any template, starter kit, boilerplate, framework, plugin, theme, or similar developer tool where the primary value is providing a ready-made application or codebase to other developers.

(b) Use the RailsFast Software to create any product or service that competes with RailsFast or that is reasonably likely to be perceived as a competing template, boilerplate, or “startup in a box” solution.

4.3 No SaaS Builders, App Generators, or Code-Generation Products.

Licensee may not use the RailsFast Software, directly or indirectly, in any:

(a) SaaS builder, app builder, website builder, or similar “generate an app” platform; (b) automated or semi-automated code-generation tool or service, whether or not powered by AI or machine learning; (c) system that uses the RailsFast Software or any part thereof as training data, evaluation data, or structural blueprint for generating code or applications for third parties; or (d) product or service that programmatically instantiates, clones, or generates applications based on a template derived from the RailsFast Software, regardless of whether the generated code is identical, similar, or “inspired by” RailsFast.

If any third party (e.g., Replit, Lovable, v0, or similar platforms) wishes to use the RailsFast Software in such a manner, they must enter into a separate, explicit, written enterprise agreement with Licensor. Such uses are categorically prohibited under this Agreement.

4.4 No Redistribution of RailsFast Software.

Licensee may not sell, sublicense, rent, lease, loan, distribute, or otherwise make the RailsFast Software itself, or any substantial portion thereof, available to any third party, except:

as compiled into a Project delivered to a Client under an agency/client-permitted Usage Tier, and
strictly in accordance with Section 3.3 and Section 7.2.

4.5 No Use Beyond Tier Limits.

Licensee shall not exceed any limits of the applicable Usage Tier, including but not limited to:

maximum number of Projects;
whether client work is allowed;
maximum number of Authorized Users;
support/update period.

Using the RailsFast Software beyond those limits constitutes a material breach of this Agreement.

4.6 No Removal of Notices or Watermarks.

Licensee shall not remove, alter, or obscure any copyright notices, license notices, proprietary legends, or non-functional watermark files embedded in or distributed with the RailsFast Software. Licensee shall not attempt to strip or obfuscate any such markers in order to conceal the origin of the code.

4.7 No Reverse Engineering for Competitive Purposes.

Licensee shall not use the RailsFast Software to analyze, benchmark, or reverse engineer its architecture or implementation for the purpose of creating a competing template, framework, or developer product.

4.8 No Unlawful Use.

Licensee shall not use the RailsFast Software in any manner that violates applicable law or regulation.

5. SNIPPETS, TUTORIALS, AND EDUCATIONAL USE

5.1 Limited Snippet Usage.

Licensee may, for educational, promotional, or illustrative purposes, include insubstantial excerpts of code from the RailsFast Software in blog posts, talks, tutorials, or similar content, provided that:

(a) such excerpts are minimal and necessary to illustrate a concept; (b) such content does not effectively provide a reusable template, starter app, or significant portion of the RailsFast Software; and (c) Licensee does not misrepresent ownership of the RailsFast Software.

5.2 No Full or Substantial Dumps.

Licensee may not publish, share, or distribute full files, entire modules, or any substantial portion of the RailsFast Software in any public or semi-public educational material (including courses, videos, or code downloads) without Licensor’s prior written consent.

6. OWNERSHIP & INTELLECTUAL PROPERTY

6.1 Ownership.

The RailsFast Software is licensed, not sold. As between the parties, Licensor and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the RailsFast Software and all copies, modifications, and derivative works thereof, regardless of the form or media in which they exist. For clarity, Licensee retains ownership of its unique application code, business logic, branding, and content in any Project; Licensor only retains ownership of the RailsFast Software and any modifications or derivative works of the RailsFast components themselves.

6.2 Third-Party Components.

The RailsFast Software may include or depend on third-party open-source or proprietary components. Those components are governed by their own licenses, and nothing in this Agreement is intended to override or limit those separate license terms. Licensee is solely responsible for complying with all such third-party licenses.

6.3 Feedback and Contributions.

If Licensee or any Authorized User:

(a) provides any ideas, suggestions, feedback, or proposals regarding the RailsFast Software or related products; or (b) submits any code, patches, pull requests, or other contributions to Licensor (collectively, “Contributions”),

then Licensee grants to Licensor a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, perform, and otherwise exploit such Contributions in any manner, including incorporation into the RailsFast Software or other products, without any obligation to provide attribution or compensation. Licensee waives any moral rights or similar rights to the extent permitted by law.

Licensee represents and warrants that it has all necessary rights to grant the foregoing license to Contributions and that such Contributions do not infringe any third-party rights.

7. TERM, TERMINATION, AND TRANSFER

7.1 Term.

This Agreement becomes effective on the date Licensee first purchases, is granted access to, accepts an invitation to a private repository containing, or accesses or uses the RailsFast Software (whichever occurs first) and continues perpetually, unless terminated earlier in accordance with this Section 7.

7.2 Limited Transfer in Connection with Project Sale.

The license granted under this Agreement is generally non-transferable, except that:

(a) Licensee may transfer its rights to use the RailsFast Software solely as incorporated into a single specific Project in connection with the bona fide sale of that Project or the business operating that Project to a third party; and

(b) such transfer does not grant the transferee any rights to use the RailsFast Software for any other Projects, nor to access the RailsFast base repository, nor to create new Projects derived from RailsFast, unless the transferee separately acquires its own RailsFast license from Licensor.

Any attempted transfer not meeting the requirements of this Section 7.2 is null and void.

7.3 Termination for Breach.

Licensor may immediately terminate this Agreement (including all rights granted herein) upon written notice to Licensee if:

(a) Licensee breaches any material provision of this Agreement (including any Usage Tier limits, the restrictions in Section 4, or non-payment of fees); and (b) such breach is not cured (if curable) within fourteen (14) days after Licensor provides written notice of such breach.

7.4 Termination for Convenience by Licensor.

Licensor may terminate this Agreement for convenience on thirty (30) days’ written notice to Licensee. In such case (and provided Licensee is not in breach), Licensee may continue to operate any Projects that were already in production as of the effective date of termination, but:

(a) Licensee shall not start any new Projects using the RailsFast Software; and (b) Licensee shall no longer be entitled to Support Services or Updates.

7.5 Effect of Termination.

Upon termination of this Agreement for any reason:

(a) all rights granted to Licensee under this Agreement immediately cease, except as expressly provided in Section 7.4; (b) Licensor may revoke Licensee’s access to the private RailsFast repository and any related online services; (c) except as permitted under Section 7.4, Licensee shall immediately cease all use of the RailsFast Software and destroy or permanently delete all copies in Licensee’s possession or control; and (d) Sections that by their nature should survive (including, without limitation, Sections 4, 5, 6, 7.5, 8, 9, 10, 11, and 12) shall survive termination.

Termination does not limit any other rights or remedies available to Licensor, including injunctive relief or damages.

8. FEES, PAYMENT, AND REFUNDS

8.1 Fees.

Licensee shall pay all applicable license fees and charges as set forth on the Order Form. All fees are due in full at purchase, unless otherwise stated.

8.2 Taxes.

Fees are exclusive of any taxes, duties, or similar governmental assessments. Licensee is responsible for all such taxes, excluding taxes based on Licensor’s net income.

8.3 No Refunds.

To the maximum extent permitted by applicable law, all fees are non-refundable and non-cancellable. The nature of the RailsFast Software (source code and documentation) means that once access is granted, it cannot be “returned.” Licensor has no obligation to refund any amounts paid, even in the event of cancellation, dissatisfaction, or lack of use, except where a refund is required by law.

Licensor may, in its sole discretion, consider refunds or credits in exceptional cases (such as clear duplicate purchases), but any such action does not create an ongoing obligation or precedent.

8.4 Trials, Betas, Complimentary and Gifted Access. Licensor may, from time to time, grant access to the RailsFast Software to certain persons or entities on a trial, beta, evaluation, complimentary, gifted, promotional, or other no-fee basis (“Complimentary Access”). Unless Licensor expressly agrees otherwise in a written instrument, all such users are “Licensees” for purposes of this Agreement and:

(a) are fully bound by all terms and restrictions of this Agreement (including, without limitation, Sections 3, 4, 5, 6, 7, 9, 10, 11, and 12); (b) have no right to any particular Usage Tier, Support Services, or Updates, except as expressly stated in writing by Licensor; (c) may have their access suspended or terminated by Licensor at any time, for any or no reason, without notice; and (d) receive no warranties and no refund rights of any kind.

For the avoidance of doubt, the fact that Licensee did not pay a fee for access to the RailsFast Software does not exempt Licensee from any obligation, restriction, or liability under this Agreement.

9. SUPPORT SERVICES AND UPDATES

9.1 Support and Updates Period.

Any access to Support Services and Updates is limited to the period specified in the applicable Usage Tier (typically twelve (12) months from the date of purchase), unless otherwise stated on the Order Form.

9.2 No Guaranteed Support.

Support Services, if any, are provided at Licensor’s discretion and are not guaranteed. Licensor may offer support via email, web-based forums, or other channels, but is under no obligation to:

respond within any particular time frame;
provide any particular type or level of assistance; or
provide consulting or individualized guidance regarding Licensee’s specific business, infrastructure, or product.

9.3 Scope of Support.

If provided, Support Services are limited to reasonable assistance with installation, configuration, and use of the unmodified RailsFast Software. Licensor is not obligated to support:

Licensee’s custom modifications;
Licensee’s specific business logic or application features;
third-party services, tools, or infrastructure (e.g., hosting providers, external APIs).

9.4 Updates at Licensor’s Discretion.

Licensor may, but is not obligated to, provide Updates during any applicable update period. Licensor makes no promise that any particular feature, fix, or enhancement will be developed or released, even if requested by Licensee or implied by marketing materials.

9.5 Continued Use of Existing Version.

Notwithstanding the limited Support and Updates period, the license granted under Section 2 allows Licensee to continue using the version of the RailsFast Software provided at the time of purchase (and any Updates actually supplied) perpetually, subject to compliance with this Agreement.

10. MONITORING AND ENFORCEMENT

10.1 Monitoring.

Licensee acknowledges and agrees that Licensor may, without obligation, monitor publicly available information (including public code repositories, marketing sites, and public product documentation) for indications of misuse, redistribution, or other violations of this Agreement.

10.2 Investigations.

If Licensor reasonably suspects a violation of this Agreement, Licensee agrees to cooperate with Licensor’s investigation, including by providing, upon reasonable request, information necessary to verify compliance (such as the number of active Projects, domains, or internal repositories using the RailsFast Software).

10.3 Enforcement.

Licensor reserves the right to enforce this Agreement by any lawful means, including:

revoking repository access;
terminating this Agreement;
seeking injunctive relief; and
pursuing damages or other remedies available at law or in equity.

11. WARRANTY DISCLAIMER & LIMITATION OF LIABILITY

11.1 No Warranties.

THE RAILSFAST SOFTWARE AND ANY SUPPORT SERVICES OR UPDATES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
ANY WARRANTY THAT THE RAILSFAST SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED;
ANY WARRANTY THAT THE RAILSFAST SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR RESULT IN ANY PARTICULAR BUSINESS OUTCOME, REVENUE, OR PROFIT.

LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE RAILSFAST SOFTWARE AND ANY PROJECTS BUILT WITH IT.

11.2 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS MEMBERS, MANAGERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR:

ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY;

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE RAILSFAST SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE FOR THE RAILSFAST SOFTWARE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE. IN SUCH CASES, LICENSOR’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. GOVERNING LAW, VENUE, AND MISCELLANEOUS

12.1 Governing Law.

This Agreement is governed by and shall be construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of laws principles.

12.2 Venue.

Any disputes arising out of or relating to this Agreement or the RailsFast Software shall be brought exclusively in the state or federal courts located in Wyoming, USA, and the parties hereby consent to the personal jurisdiction and venue of such courts.

12.3 Injunctive Relief.

Licensee acknowledges that unauthorized use, copying, distribution, or disclosure of the RailsFast Software may cause irreparable harm to Licensor for which monetary damages may be inadequate. Licensor shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the necessity of posting bond.

12.4 Attorneys’ Fees.

In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief to which it may be entitled.

12.5 Entire Agreement.

This Agreement, together with the applicable Order Form, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

12.6 Amendments.

Licensor may update this Agreement from time to time. For existing Licensees, material changes will apply prospectively and, where required by law, only after notice. Continued use of the RailsFast Software after the effective date of an updated Agreement constitutes acceptance of the updated terms.

12.7 Severability.

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

12.8 No Waiver.

No failure or delay by Licensor to exercise any right or remedy under this Agreement shall be deemed a waiver of such right or remedy.

12.9 Assignment.

Licensee may not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without Licensor’s prior written consent, except as expressly permitted in Section 7.2. Licensor may freely assign or transfer this Agreement.

13. ACCEPTANCE

BY PURCHASING, BEING GRANTED ACCESS TO, OR ACCEPTING AN INVITATION TO A PRIVATE REPOSITORY CONTAINING THE RAILSFAST SOFTWARE, OR BY ACCESSING OR USING THE RAILSFAST SOFTWARE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE RAILSFAST SOFTWARE.