Theme License Agreement

This summary is provided for convenience. The full Agreement and the applicable Order Confirmation control if there is any inconsistency.

All standard License Plans include perpetual use of the purchased Theme within the purchased scope and updates for the Moodle 5.x major-version line. They do not include Theme versions developed for Moodle 6.x or a later major Moodle version.

This RoseaThemes Theme License Agreement (“Agreement”) governs the licensing, installation, and use of Moodle and IOMAD themes made available under the RoseaThemes brand.

This Agreement supplements the RoseaThemes Terms of Use. The Terms of Use govern purchases, payments, invoicing, refunds, consumer rights, website access, customer accounts, and other general contractual matters. This Agreement governs the scope and permitted use of each Theme license.

By purchasing, downloading, installing, activating, accessing, or using a Theme, you agree to this Agreement. If you accept this Agreement for an Organization, you represent that you are authorized to bind that Organization.

The Theme is licensed by:

Marcin Czaja, conducting business under the name ICHERRY
Zielona 57
34-471 Ludźmierz
Poland
VAT ID: PL7352738441

In this Agreement, “RoseaThemes,” “we,” “us,” and “our” refer to the business identified above. RoseaThemes is the licensor of the Theme regardless of the Purchase Channel used for the Order.

3.1 Lemon Squeezy Orders

A “Lemon Squeezy Order” is an Order completed through a Lemon Squeezy checkout. For that transaction, Lemon Squeezy acts as the merchant of record and may handle payment processing, transaction billing, applicable transaction taxes, receipts, and refunds. RoseaThemes remains the Theme licensor.

3.2 Direct Orders

A “Direct Order” is an Order accepted and invoiced directly by RoseaThemes. A Direct Order may be paid by an available payment method stated on the invoice or quotation.

A Direct Order may be fulfilled through a License Key, download code, customer account, or download link provided using Lemon Squeezy or another technical service provider. Use of that infrastructure does not make the technical provider the seller of a Direct Order.

3.3 Same License Scope

Unless the Order Confirmation expressly states otherwise, the same Theme license rules apply regardless of whether the license was purchased through a Lemon Squeezy Order or a Direct Order.

4.1 Theme

“Theme” means the Moodle or IOMAD theme identified in the applicable Order Confirmation, together with the files and materials expressly included in the delivered package.

4.2 Customer and Licensee

“Customer” means the person or legal entity placing the Order. “Licensee” means the person or legal entity identified in the Order Confirmation as entitled to use the purchased License Plan. Unless the Order Confirmation states otherwise, the Customer and Licensee are the same person or entity.

4.3 Organization

“Organization” means the individual or legal entity identified as the Licensee. Separate companies, customers, schools, universities, nonprofit entities, public institutions, franchisees, and independently operated legal entities are separate Organizations unless expressly included in the applicable Order Confirmation.

4.4 Production Deployment

“Production Deployment” means one live Moodle or IOMAD installation using the Theme and made available for operational use by students, employees, customers, members, contractors, or other end users.

A materially separate live Moodle or IOMAD installation is a separate Production Deployment even if it is hosted on the same server, uses the same domain, shares infrastructure, or is administered by the same service provider.

4.5 Non-Production Environment

“Non-Production Environment” means a development, local, staging, testing, quality-assurance, backup, disaster-recovery, or demonstration installation that supports a licensed Production Deployment and is not operated as a separate live learning platform.

4.6 Student

“Student” means a non-deleted user account that is enrolled in at least one course on the licensed Production Deployment. Guest, system, service, test, and administrator-only accounts are excluded.

4.7 Client Organization

“Client Organization” means a named customer for whom an agency, freelancer, consultant, or contractor purchases, installs, customizes, or maintains the Theme.

4.8 Authorized User

“Authorized User” means an employee, officer, contractor, consultant, hosting provider, or other service provider who requires access solely to provide services to the Licensee.

4.9 Order Confirmation

“Order Confirmation” means the record identifying the purchased Theme and License Plan. It may include a Lemon Squeezy receipt, product variant, RoseaThemes invoice, accepted quotation, statement of work, license certificate, or written confirmation issued by RoseaThemes.

4.10 License Key

“License Key” means a key, code, token, account entitlement, or similar technical credential used to provide downloads, verify an Order, administer support, or manage access to updates. A License Key is not the license itself.

The documents governing an Order are:

1. an individually negotiated written agreement or signed order form;
2. an accepted quotation or statement of work;
3. the applicable Order Confirmation;
4. this Agreement;
5. the RoseaThemes Terms of Use;
6. the RoseaThemes Support Policy; and
7. any open-source or third-party license applicable to a component.

If these documents conflict, they apply in the order listed above, except that mandatory law and the applicable open-source or third-party license always control the matters governed by them. Marketing material does not expand a license unless it is expressly incorporated into the Order Confirmation.

Subject to payment and compliance with this Agreement, RoseaThemes grants the Licensee a non-exclusive, worldwide right to use the proprietary materials, commercial services, private downloads, update access, support access, and other contractual benefits included in the purchased License Plan.

Unless the Order Confirmation states otherwise, the purchased right of use is perpetual, non-exclusive, and non-transferable except as expressly permitted in this Agreement.

This grant does not limit rights independently granted under an applicable open-source license.

A Theme may include components governed by the GNU General Public License (“GPL”) or another open-source or third-party license.

For each such component:

• the applicable component license governs the right to use, copy, modify, and distribute that component;
• nothing in this Agreement limits or overrides rights granted by that license;
• required copyright, attribution, source-code, and license notices must be preserved; and
• restrictions in this Agreement apply only to the extent permitted by the component license and applicable law.

RoseaThemes may identify applicable licenses in source-code headers, documentation, or files such as LICENSE, LICENSES.md, or THIRD-PARTY-NOTICES.

License Plan limits describe the commercial benefits supplied by RoseaThemes, including support, private updates, customer-account access, License Key services, and separately licensed proprietary assets. A deployment outside the purchased License Plan is not entitled to those commercial benefits, even where an open-source license independently permits use of an open-source component.

“Commercial Use” means use of the Theme by or for a for-profit business, or use connected with generating revenue or another commercial benefit through the licensed Moodle or IOMAD platform.

Commercial Use includes:

• selling courses;
• charging for platform access;
• paid subscriptions, memberships, or certifications;
• commercial training services;
• use by an LMS service provider;
• internal training operated by a for-profit business; and
• use as part of a paid product or service.

Commercial Use requires a Commercial, Extended, or Ultra License. Solo and Regular Licenses permit Non-Commercial Use only.

The Solo License is intended for individual educators and very small non-commercial Moodle sites.

Unless the Order Confirmation states otherwise, the Solo License permits:

• one Production Deployment for one Licensee or Organization;
• up to 500 Students;
• unlimited associated Non-Production Environments;
• Non-Commercial Use only; and
• customization for the licensed deployment.

The Solo License does not permit Commercial Use, paid courses, paid platform access, multiple unrelated Organizations, or multiple Production Deployments.

If the licensed Production Deployment exceeds 500 Students or the use becomes commercial, the Licensee must obtain the appropriate Regular, Commercial, Extended, or Ultra License.

The Regular License is intended for non-commercial schools, nonprofit organizations, educational institutions, and freelancers operating a non-commercial Moodle site.

Unless the Order Confirmation states otherwise, the Regular License permits:

• one Production Deployment for one Organization;
• an unlimited number of Students;
• unlimited associated Non-Production Environments;
• Non-Commercial Use only;
• customization for the licensed Organization; and
• access by Authorized Users working solely for the licensed Organization.

The Regular License does not permit Commercial Use, paid courses, paid platform access, multiple unrelated Organizations, or multiple Production Deployments.

If the use becomes commercial, the Licensee must obtain a Commercial, Extended, or Ultra License.

The Commercial License is intended for freelancers, companies, commercial training providers, and LMS businesses.

Unless the Order Confirmation states otherwise, the Commercial License permits:

• one Production Deployment for one Organization;
• an unlimited number of Students;
• unlimited associated Non-Production Environments;
• Commercial Use;
• selling courses and providing paid access;
• internal employee or contractor training; and
• customization for the licensed Organization.

The Commercial License does not permit multiple unrelated Organizations, multiple unrelated clients, multiple Production Deployments, or resale of the Theme as a standalone product.

The Extended License is intended for one educational or commercial Organization that requires multiple Production Deployments, use across departments or campuses, or advanced Theme customization.

Unless the Order Confirmation states otherwise, the Extended License permits:

• multiple Production Deployments operated by or for one Organization;
• an unlimited number of Students;
• unlimited associated Non-Production Environments;
• Commercial Use;
• selling courses and providing paid access;
• use across departments, faculties, campuses, branches, or internal business units of the licensed Organization;
• customization for the licensed Organization; and
• use of the developer child theme included with the applicable Theme.

The Extended License does not permit use for multiple unrelated Organizations or reuse by an agency across multiple unrelated clients.

An agency may purchase or administer an Extended License for one named Client Organization. The same Extended License may not be reused for another unrelated Client Organization.

The Ultra License includes the Extended License scope together with custom Theme services performed by RoseaThemes.

The services, deliverables, price, schedule, revision process, and acceptance requirements are defined in the applicable quotation, Order Confirmation, statement of work, or other written agreement.

Depending on the agreed scope, Ultra services may include:

• custom UI or UX work based on an existing RoseaThemes Theme;
• author-led Theme customization;
• custom components or templates;
• developer child theme work;
• implementation assistance; and
• hourly or fixed-scope development services.

The Ultra License applies only to the Organization and deployment scope identified in the applicable Order Confirmation. Work not expressly included in the agreed written scope is excluded.

Every License Plan permits a reasonable number of Non-Production Environments supporting an authorized Production Deployment.

A Non-Production Environment does not count as an additional Production Deployment if it is used only for development, testing, staging, backup, quality assurance, demonstration, or disaster recovery and is not operated as an independent live learning platform.

A technical License Key activation limit does not increase the permitted number of Production Deployments.

An agency, freelancer, consultant, or contractor may purchase, install, configure, and maintain the Theme for one named Client Organization.

Unless the applicable License Plan expressly permits otherwise:

• one license is required for each unrelated Client Organization;
• the license must be assigned to the Client Organization;
• the Client Organization becomes the Licensee;
• the contractor may retain access only while providing services to that Client Organization; and
• the contractor may not reuse the same license for another client.

The Licensee remains responsible for compliance by its Authorized Users and contractors.

A Moodle or IOMAD installation may technically support multiple tenants, companies, customer portals, or separately branded environments.

Unless the Order Confirmation expressly permits multi-tenant use, one licensed Organization may not use a single License Plan to provide separately operated platforms to unrelated Organizations.

Internal departments, faculties, campuses, branches, or business units of the same licensed Organization may be covered by an Extended or Ultra License. Multi-tenant or white-label use for unrelated Organizations requires express written permission in the Order Confirmation.

Within the applicable License Plan, the Licensee may configure and customize the Theme, including colors, fonts, layouts, templates, styles, branding, and source files.

Extended and Ultra Licensees may use the included developer child theme where supplied with the applicable Theme.

Modifications do not transfer ownership of the original RoseaThemes materials. The Licensee is responsible for maintaining and testing its modifications. RoseaThemes is not required to support custom modifications unless expressly agreed in writing.

Rights to modify and distribute open-source components remain governed by their applicable open-source licenses.

Except where permitted by an applicable open-source license or expressly authorized in writing, the Licensee may not:

• sell, sublicense, share, publish, upload, or distribute RoseaThemes proprietary materials as a standalone product;
• share private download links, customer-account credentials, or License Keys;
• claim that RoseaThemes proprietary materials were created entirely by the Licensee;
• use one License Plan for more Production Deployments or Organizations than permitted;
• reuse one license across multiple unrelated clients;
• remove copyright, trademark, attribution, or license notices where they must be preserved;
• circumvent technical controls used for private downloads, updates, support, or customer-account access; or
• use RoseaThemes branding in a way that implies sponsorship, certification, partnership, or endorsement.

Nothing in this Section limits rights independently granted by an applicable open-source license.

RoseaThemes may use License Keys to verify Orders, provide downloads, manage update access, administer support, or identify the purchased License Plan.

A License Key:

• is a technical credential and is not the license itself;
• does not expand the scope stated in the Order Confirmation;
• may be associated with a Customer, Licensee, Order, product, or email address;
• must be kept confidential; and
• may not be shared with an unrelated person or Organization.

If a technical activation limit differs from the commercial scope stated in the Order Confirmation, the Order Confirmation and this Agreement control.

Each standard License Plan grants a perpetual right to use the purchased Theme within the scope of that License Plan.

The purchased license includes access to Theme updates for the Moodle 5.x major-version line, including compatibility updates for Moodle 5.1, Moodle 5.2, Moodle 5.3, and any later official Moodle 5.x releases.

The update entitlement does not include Theme versions developed for Moodle 6.x, Moodle 7.x, Moodle 8.x, or another later major Moodle version. A Theme version for a later major Moodle generation may be offered as a separate product, license, or paid upgrade.

The entitlement applies to official Moodle releases. It does not require compatibility with unofficial, prerelease, modified, forked, or unsupported Moodle builds.

A Licensee may continue using a lawfully obtained Theme version after support ends or after a later major Moodle generation is released, subject to the applicable License Plan and any applicable open-source licenses.

Support is provided according to the purchased License Plan and the RoseaThemes Support Policy.

• Solo: best-effort support.
• Regular: best-effort support.
• Commercial: initial response target within 24 hours.
• Extended: priority support.
• Ultra: priority support and any additional services expressly included in the agreed project scope.

A stated response period is a target for the first substantive response, not a guaranteed resolution time or service-level agreement unless a written Ultra project agreement expressly states otherwise.

Unless expressly included, support does not cover custom development, server administration, hosting problems, Moodle core support, third-party plugin defects, data migration, course creation, or defects caused by unauthorized or unsupported modifications.

Expiration, suspension, or completion of support does not terminate the perpetual right to use a lawfully obtained Theme version within the purchased scope.

Preview images, stock photographs, customer names, logos, course content, videos, fonts, and other materials shown in Theme demonstrations are not included unless expressly identified as included in the delivered package.

Third-party materials included in a Theme package remain governed by their respective licenses. The Licensee is responsible for reviewing and complying with those terms and for replacing demo content where the Licensee does not have production-use rights.

This Agreement does not grant ownership of or a general license to use the RoseaThemes name, RoseaThemes logo, Theme product names, or other RoseaThemes marks.

The Licensee may use the RoseaThemes name only as reasonably necessary to identify the Theme or provide required attribution.

Moodle, IOMAD, and third-party names and logos are trademarks of their respective owners. RoseaThemes is not affiliated with or endorsed by those owners unless expressly stated.

RoseaThemes and its licensors retain all rights in proprietary Theme components, original design assets, source design files, documentation, branding, trademarks, update infrastructure, support materials, and private download systems, except for rights expressly granted in this Agreement.

The Licensee retains ownership of its own content, trademarks, course materials, customer data, and independently created materials, subject to rights in any underlying RoseaThemes or third-party components.

License Plans are issued per Organization and may not be transferred to an unrelated third party without prior written approval from RoseaThemes.

An agency may assign a license to the named Client Organization for which it was purchased. A transfer resulting from a merger, corporate reorganization, or sale of substantially all relevant business assets may be permitted upon written notice, provided the licensed scope is not expanded.

A permitted transfer does not increase the number of authorized Production Deployments or Organizations.

The Licensee may request an upgrade to a higher License Plan when the number of Students, commercial status, Production Deployment count, or organizational scope changes.

An upgrade becomes effective after the applicable upgrade price is paid and RoseaThemes issues or confirms the updated Order Confirmation.

An upgrade does not create a second independent license unless expressly stated.

RoseaThemes may request information reasonably necessary to administer License Keys, update access, support eligibility, and the commercial benefits included in the Order.

This may include the licensed Organization name, Production Deployment domains, the number of Production Deployments, the Student count for a Solo License, the Order number, or the identity of a Client Organization.

RoseaThemes will not require passwords, course content, learner records, or unrelated confidential business data solely for license administration.

If the Licensee exceeds the purchased commercial scope, RoseaThemes may require the Licensee to correct the assignment, reduce the covered usage, purchase an additional license, or upgrade to the appropriate License Plan.

RoseaThemes may suspend private downloads, updates, support, customer-account access, or License Key services if an invoice is overdue, a payment is reversed, a License Key is shared or abused, or the Licensee materially exceeds the purchased commercial scope.

Where reasonably possible, RoseaThemes will provide notice and a reasonable opportunity to correct the issue.

RoseaThemes may terminate contractual benefits for a material breach that is not corrected within a reasonable period after notice. Immediate termination may apply to fraud, deliberate unauthorized distribution of proprietary materials, sale of License Keys, or repeated intentional violations.

Suspension or termination does not limit rights independently granted under the GPL or another applicable open-source license and does not affect mandatory consumer rights.

29.1 Warranties, Consumer Rights, and Liability

Warranties, digital-content conformity rights, complaints, refunds, and limitations of liability are governed by the RoseaThemes Terms of Use and applicable law.

Nothing in this Agreement excludes or limits rights or liability that cannot lawfully be excluded or limited.

29.2 Changes

RoseaThemes may update this Agreement. Unless mandatory law requires otherwise, the version accepted at the time of purchase continues to govern that Order. Updated terms apply to new Orders, upgrades, renewals, or additional services accepted after the update.

29.3 Governing Law

This Agreement is governed by the laws of Poland, without regard to conflict-of-law principles.

If the Licensee is a consumer, this choice of law does not deprive the Licensee of mandatory protection granted by the laws of the country where the Licensee habitually resides.

29.4 Business Disputes

Where the Licensee is a Business Customer, disputes arising from this Agreement will be submitted to the court having jurisdiction over the principal place of business of RoseaThemes, unless the parties agree otherwise or mandatory law requires another court.

This provision does not apply to consumers where it would restrict their mandatory rights.

29.5 Severability

If a provision is invalid or unenforceable, the remaining provisions remain effective. The invalid provision will be interpreted or replaced, to the extent permitted by law, by a valid provision that most closely reflects its intended purpose.

29.6 No Waiver

A failure or delay in exercising a right does not waive that right. A waiver is effective only if made in writing.

29.7 Entire Agreement

This Agreement, together with the documents identified in Section 5, constitutes the entire agreement concerning the Theme license.

29.8 Language

This English version is drafted using US English conventions. Where Polish-language requirements or other mandatory language rules apply, the applicable required-language version or mandatory law controls to the extent required.