# ISO

MyIsoPro Commercial Licensing Agreement  
Version 1.0  

1. Grant of Commercial License  
Jax Code Academy, Inc. ("Licensor") grants the Licensee a non-exclusive, non-transferable, revocable right to install and use MyIsoPro for commercial purposes under the following conditions:  

- The Licensee may install MyIsoPro on their systems and charge end users for access.  
- The Licensee must pay the Licensor a revenue share as outlined in Section 3.
- The Licensee may not sublicense, sell, or lease the software to any third party.
- The Licensee may not sublicense, sell, or distribute the software as a standalone product without additional written consent.
- The Licensee may use the software for personal or business use as permitted by this agreement.  
- The Licensee may not modify, reverse engineer, decompile, or distribute the software without explicit written permission from Jax Code Academy, Inc.  

2. Ownership and Intellectual Property  
- The software remains the exclusive property of Jax Code Academy, Inc.  
- Licensee does not own any rights to the software beyond those granted in this agreement.  

3. Revenue Sharing & Payment Terms  

3.1 Revenue Share Percentage  
The Licensee agrees to pay the Licensor a 25% share of all revenue collected from users who access MyIsoPro.  

3.2 Minimum Monthly Payment  
The Licensee must pay a minimum monthly fee of $1,000.00, regardless of user revenue.  

3.3 Payment Due Dates  
- Payments are due on the 30th day of each month.  
- Late payments incur a 10% penalty per month.  

3.4 Reporting Requirements  
The Licensee must provide a detailed revenue report each month, including:  
- Number of users charged  
- Total revenue collected  
- Amount owed to Jax Code Academy, Inc. 

3.5 Audit Rights
- The Licensor (Jax Code Academy, Inc.) has the right to audit the Licensee’s financial records related to MyIsoPro revenue at any time with 30 days’ written notice.
- The Licensee must provide full access to billing records, customer invoices, payment receipts, and financial statements related to MyIsoPro.
- The Licensor may conduct audits no more than twice per year unless fraud is suspected.
- If an audit reveals an underpayment of more than 5%, the Licensee must pay the shortfall plus 10% interest within 30 days.
- If underpayment exceeds 10% of the total reported revenue, the Licensee must cover the cost of the audit in addition to the unpaid balance and interest. 

The Licensor reserves the right to audit the Licensee’s financial records related to MyIsoPro revenue.  

4. Restrictions on Use  
Licensee shall not:  
- Modify, alter, or create derivative works of MyIsoPro.  
- Bypass the payment obligations outlined in this agreement.  
- Attempt to sell MyIsoPro without a valid commercial license.  

5. Term and Termination  
- This agreement is valid until terminated by either party.  
- Jax Code Academy, Inc. may revoke the license if the Licensee fails to pay revenue share fees or violates any terms.  
- Upon termination, the Licensee must immediately stop using MyIsoPro and remove all installations.  

6. Liability and Warranty Disclaimer  
- The software is provided "as is" without warranties of any kind.  
- Jax Code Academy, Inc. is not liable for any damages arising from the Licensee’s use of MyIsoPro.  

7. Governing Law  
This agreement is governed by the laws of Florida, USA.  

