PY-IDP COMMERCIAL LICENSE

Copyright (c) 2026 Royce. All rights reserved.

Notice: This is an outline of commercial license terms. The AUTHORITATIVE
agreement is the signed Commercial License Agreement between you and the
author, with applicable fees paid. This file is informational and is not
itself a license grant.

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§1. Grant

Subject to payment of the applicable license fee (see §6 below) and the
terms of the signed agreement, the Licensor ("Royce") grants to Licensee
a non-exclusive, non-transferable, worldwide, royalty-bearing license to:

  (a) use, copy, modify, and embed py-idp (the "Software") in Licensee's
      proprietary products and hosted services;
  (b) distribute the Software, in object form or as part of Licensee's
      proprietary product, to Licensee's end users;
  (c) provide hosted services built around the Software to third parties,
      without the obligation to publish source code imposed by the
      GNU Affero General Public License v3.0.

§2. Restrictions

Licensee may NOT:

  (a) redistribute the Software, in source or object form, as a
      stand-alone product or library for the purpose of letting third
      parties use the unmodified Software themselves;
  (b) remove or alter any copyright notice, license header, or "About"
      attribution in the Software;
  (c) use the Licensor's name, trade names, trademarks, service marks,
      or logos to endorse or promote any product or service without
      prior written permission;
  (d) sublicense, rent, lease, or lend the Software to any third party
      except as embedded in Licensee's own product or service.

§3. Permitted Modifications

Licensee may modify the Software for use within Licensee's own products.
Modified versions remain the property of the Licensor; Licensee receives
only the license rights described in §1 above.

§4. Support, Maintenance, Updates

Support tiers are described in §6. Updates to the Software, when provided,
are governed by this same Agreement. No obligation to provide support,
maintenance, or updates is implied by this Agreement.

§5. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH
LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE ASSUMES THE COST
OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

§6. License Tiers and Fees (Indicative Annual Pricing)

  Solo          $300 USD / year   single developer, single legal entity
  Team          $1,500 USD / year up to 10 developers, single entity
  Enterprise    contact          unlimited developers, includes SLA + support
  SaaS-OEM      per-seat pricing  embed py-idp in a hosted SaaS, billed
                                 per active monthly user or per-page metrics

Pricing for perpetual licenses, OEM redistribution, and source-available
options is available by separate agreement.

§7. Term and Termination

This Agreement is effective for the period paid. It terminates
automatically if Licensee fails to pay the applicable fee or breaches
any term. Upon termination, Licensee shall cease use and distribution of
the Software and certify destruction of all copies in Licensee's
possession.

§8. Governing Law

This Agreement is governed by the laws of the jurisdiction in which
the Licensor resides. Disputes shall be resolved in the courts of that
jurisdiction.

§9. Named-Entity Carve-Out (Chinachem Group)

This section grants a pre-paid commercial license to a specific
named entity and its covered affiliates. The terms below are
**non-negotiable** as written; if the named entity needs different
terms, they must enter into a separate written agreement under §1
above. The carve-out exists to acknowledge a specific business
relationship and is NOT a template for general free-licensing.

  9.1 Named Entity.
    "Chinachem Group" means:
      (a) Chinachem Group Holdings Limited, a company incorporated
          in Hong Kong (BR No. [REDACTED — fill in from Companies
          Registry before signing]), with its registered office at
          [REDACTED — fill in registered address before signing];
      (b) each entity in which Chinachem Group Holdings Limited
          directly or indirectly owns more than 50% of the voting
          equity ("Subsidiaries");
      (c) each joint venture or consortium in which Chinachem Group
          Holdings Limited or any Subsidiary holds majority control
          AND which has been disclosed in writing to the Licensor
          before first use of the Software under this carve-out
          ("Disclosed Affiliates").

  9.2 Grant.
    Subject to §9.4 (Term and Termination) below, Chinachem Group
    receives a worldwide, non-exclusive, non-transferable license to
    exercise every right granted in §1 above, on the same terms as a
    paid "Enterprise" tier Licensee, with the following adjustments:

      (a) Fees. No fees are payable for the rights granted under
          this §9. The license fee is treated as zero for so long
          as this section remains in force.
      (b) Tier. Chinachem Group is deemed to hold the "Enterprise"
          tier, including unlimited developers within the named
          entity and its covered Subsidiaries and Disclosed
          Affiliates.
      (c) Source-available. The Software may be used, modified, and
          embedded in Chinachem Group's products and hosted
          services without AGPL copyleft obligations, on the same
          terms as a paid Licensee.

  9.3 Carve-Out Scope (What This Section Does NOT Do).
    This §9 does NOT:
      (a) grant any rights to entities that are not Chinachem Group
          Holdings Limited, its Subsidiaries, or its Disclosed
          Affiliates as defined in §9.1;
      (b) authorize redistribution of the Software, in source or
          object form, as a stand-alone product, library, or
          service offered to third parties (the restrictions of §2
          apply in full);
      (c) authorize use of the Licensor's name, trademarks, or
          logos (the restriction of §2(c) applies in full);
      (d) survive a change of control of Chinachem Group Holdings
          Limited to a third party that is not itself a covered
          Subsidiary — see §9.4(c) below;
      (e) constitute a general open-source license. The Software
          remains source-available under the terms of this
          Agreement, NOT open-source.

  9.4 Term and Termination.
    (a) Effective Date. This §9 is effective as of the date first
        set forth above. (See header.)
    (b) Duration. The grant in §9.2 continues until terminated
        under this §9.4.
    (c) Termination on Change of Control. If a third party that is
        not a Subsidiary acquires direct or indirect control of
        more than 50% of the voting equity of Chinachem Group
        Holdings Limited, this §9 terminates automatically 30 days
        after that change of control. During those 30 days
        Chinachem Group may continue use; thereafter it must
        negotiate a new agreement under §1 or cease use.
    (d) Termination on Breach. The Licensor may terminate this §9
        by written notice to Chinachem Group if Chinachem Group
        materially breaches §2, §3, §5, or §9.3, and fails to cure
        the breach within 30 days of notice. Upon termination under
        this §9.4(d), all rights granted by this §9 cease and
        Chinachem Group's use of the Software is thereafter
        governed solely by LICENSE-AGPL (the open-source path).
    (e) Effect of Termination. Upon termination, the provisions
        of §7 (Term and Termination) apply mutatis mutandis to the
        rights granted by this §9.

  9.5 Identification and Notice.
    To exercise rights under this §9, Chinachem Group must identify
    itself in any software, hosted service, or product that embeds
    the Software by including, in a location visible to end users or
    operators of that product or service, a notice substantially in
    the following form:

        "This product uses py-idp, used under license from the
         author. py-idp is also available under the AGPL-3.0
         open-source license."

    Failure to include this notice is not itself a breach, but the
    Licensor may treat persistent omission as a §9.4(d) material
    breach after 30 days' written notice.

  9.6 No Implied Waiver.
    The existence of this §9 does not waive, weaken, or modify any
    of the Licensor's rights against any other party, including any
    other entity that may share a name with or be related to
    Chinachem Group but does not fall within the definition in §9.1.

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To obtain a signed Commercial License Agreement, contact:
    Royce (rollroyces)
    <royce-license-placeholder@protonmail.com — replace before publishing>

Include: number of developers, intended use (internal tool, on-prem
product, hosted SaaS, or OEM), expected volume (users / pages / month),
and any procurement or legal review deadlines.
