Ginny Circle Product License Terms

Licensor: Lavender Lane Virtual Services, LLC
Brand: Ginny Circle
Applies to: Ginny Circle digital products, installers, expansion packs, prompts, workflows, configurations, documentation, templates, and related proprietary materials
Effective: Upon publication and incorporation into the applicable purchase terms

1. Scope of These License Terms

These Ginny Circle Product License Terms ("License Terms") govern the purchaser's use of proprietary Ginny Circle digital products and customer-delivery materials provided by Lavender Lane Virtual Services, LLC ("Licensor," "Ginny Circle," "we," "us," or "our").

These License Terms supplement the Ginny Circle Website Terms of Service & Terms of Use.

By purchasing, receiving, installing, accessing, copying, or using Ginny Circle licensed materials, you agree to these License Terms.

2. Licensed Materials

"Licensed Materials" include Ginny Circle materials supplied to a customer, including as applicable:
• master installers and installation prompts;
• manual-edition and connected-edition installers;
• expansion installers and expansion packs;
• upgrade and replacement installers;
• prompt-based products;
• workflow instructions and configurations;
• Command Center materials;
• tracker, companion-tool, Work Session, or workspace materials included with a purchase;
• customer-delivery manifests;
• Quick Start, setup, installation, expansion, and user guides;
• templates and operational frameworks;
• documentation;
• downloadable files;
• proprietary text, compilations, and configurations;
• updates, revisions, corrections, and replacement versions; and
• other Ginny Circle materials identified as proprietary, licensed, customer-delivery, confidential, or non-public.

Licensed Materials do not include the customer's own data, records, files, content, or independent materials merely because they are used with Ginny Circle.

3. Ownership

Licensed Materials are licensed, not sold.

Lavender Lane Virtual Services, LLC retains all right, title, and interest in and to the Licensed Materials and underlying Ginny Circle intellectual property, subject to any rights belonging to third-party licensors.

The customer receives only the rights expressly granted by these License Terms.

No purchase transfers ownership of:
• the Ginny Circle brand;
• underlying product architecture;
• internal build materials;
• internal development methodology;
• master source materials not supplied to the customer;
• proprietary prompt libraries not included in the customer's delivery;
• internal testing or acceptance materials;
• unpublished product logic;
• trade secrets;
• source code; or
• other Ginny Circle intellectual property.

4. License Grant

Subject to payment of applicable fees and compliance with these License Terms, Ginny Circle grants the purchaser a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Materials for the purchaser's authorized internal operations within the product scope, edition, seat, manager, workspace, organization, or other licensing limits identified at the time of purchase.

The license does not grant the right to commercially redistribute or resell Ginny Circle materials.

5. Authorized Internal Use

Authorized use may include:
• installing the purchased Ginny Circle product in an authorized AI workspace;
• using the product for the purchaser's own business operations;
• providing access to authorized personnel covered by the applicable purchased license;
• maintaining reasonable backup copies;
• using customer-facing guides and documentation as intended;
• using approved expansion installers to add functionality the customer has purchased; and
• using product outputs in the purchaser's own ordinary business activities.

Where Ginny Circle pricing or product terms are based on an operating manager, seat, AI workspace, organization, or other unit, additional use may require an additional license.

6. One-Purchase / One-Configuration Principle

Where a Ginny Circle product is sold as one purchase for one operating manager, workspace, or defined configuration, the purchase authorizes that defined use only.

A customer may not use one purchased installer to create unlimited independent installations for additional unrelated organizations, managers, accounts, or commercial customers unless the applicable license expressly allows it.

Ginny Circle may offer multi-seat, company, portfolio, volume, or custom licensing separately.

7. Installers and Expansion Packs

Ginny Circle installers and expansion packs are proprietary Licensed Materials.

A customer's right to use an expansion installer is limited to functionality the customer has purchased or otherwise been authorized to receive.

Expansion materials may:
• add newly purchased functionality;
• preserve and reconcile existing state;
• update an existing Ginny Circle configuration; or
• replace an earlier approved version.

The existence of an expansion installer does not grant entitlement to other Ginny Circle products, verticals, modules, or features that were not purchased.

Customers must not intentionally use, distribute, or extract expansion materials to enable unlicensed functionality for another person or organization.

8. No Requirement to Modify Installed Prompts

These License Terms operate at the contractual and intellectual-property level.

Nothing in these License Terms requires Ginny Circle to alter, encode, obscure, or technically restrict an installer merely to preserve Ginny Circle's ownership rights.

A customer's technical ability to view Licensed Materials does not create ownership or redistribution rights.

9. Permitted Copies

The customer may create reasonable copies of Licensed Materials only as necessary for:
• authorized installation;
• business continuity;
• backup;
• recovery;
• migration between the customer's own authorized environments; or
• use by authorized personnel covered by the applicable license.

Backup or recovery copies remain subject to these License Terms.

10. Restrictions

Except where applicable law gives the customer a non-waivable right, the customer may not:
• resell or commercially redistribute Licensed Materials;
• publish a full Ginny Circle installer, expansion installer, proprietary prompt set, customer-delivery package, or other substantial Licensed Material;
• upload Licensed Materials to a public repository or public prompt library;
• sublicense Licensed Materials to an unrelated third party;
• share a purchased installer for use by a separate unlicensed organization;
• remove or materially obscure proprietary notices;
• claim authorship or ownership of Ginny Circle Licensed Materials;
• package Ginny Circle Licensed Materials as the customer's own product;
• use the Licensed Materials primarily to create, train, build, package, market, or provide a substantially competing commercial product or service;
• sell access to the Licensed Materials themselves;
• use an expansion installer to unlock functionality the customer has not purchased; or
• facilitate another person's violation of these restrictions.

Nothing in this section prohibits ordinary use of outputs created while operating Ginny Circle, or conduct that applicable law does not permit Ginny Circle to restrict.

11. Competing Products

The customer may continue to use, purchase, develop, or create independent business tools and workflows.

However, the license does not authorize the customer to copy, reproduce, redistribute, or commercially exploit Ginny Circle's Licensed Materials to build or provide a substantially competing commercial product.

This restriction applies to Ginny Circle proprietary material actually received or accessed by the customer; it does not claim ownership over general ideas, independently developed methods, general industry knowledge, or lawful competition.

12. Customer Modifications

A customer may make reasonable changes to a working copy of Licensed Materials for the customer's own authorized internal use when necessary to adapt the product to the customer's operations.

Modification does not transfer ownership of the original Ginny Circle material.

Modified versions that contain or are derived from substantial Ginny Circle Licensed Materials remain subject to the use and distribution restrictions in these License Terms to the extent permitted by law.

Ginny Circle is not responsible for errors, incompatibility, or reduced functionality caused by customer modifications.

13. Customer Data and Outputs

The customer retains its rights in its own data, records, documents, business information, and other content it supplies.

Ginny Circle does not claim ownership merely because customer information is processed, organized, summarized, or used within a Ginny Circle workflow.

Subject to Ginny Circle's rights in the underlying Licensed Materials, the customer may use ordinary business outputs generated through authorized use of Ginny Circle, such as:
• drafts;
• summaries;
• reports;
• task lists;
• customer communications;
• operational records;
• analyses; and
• customer-specific work product.

This does not authorize the customer to distribute the underlying installer or proprietary prompt architecture merely because an output was generated from it.

14. Third-Party AI Platforms

Ginny Circle Licensed Materials may operate within third-party AI platforms.

The customer is responsible for complying with the terms and policies of the platform in which the Licensed Materials are used.

Ginny Circle does not control whether a third-party platform stores, processes, displays, modifies, summarizes, or otherwise handles prompt content.

Ginny Circle does not guarantee that a third-party platform will prevent an authorized user from viewing instructions required for the installed product to operate.

15. Connected Edition and Third-Party Services

Some Licensed Materials may contain instructions for use with supported connected systems or integrations.

The license does not grant rights to third-party software, email systems, cloud storage, property-management systems, accounting platforms, or other external services.

The customer must separately obtain and maintain any required third-party authorization.

Ginny Circle does not guarantee that a particular connector or third-party integration will remain available.

16. Confidential and Non-Public Materials

Some Licensed Materials may be provided on a non-public basis.

The customer agrees to use reasonable care to avoid unauthorized public disclosure of non-public Ginny Circle installers, expansion materials, proprietary prompts, or documentation clearly supplied as restricted or proprietary customer materials.

This obligation does not apply to information that:
• becomes public through no breach of the customer's obligations;
• was lawfully known to the customer without restriction before receipt;
• is lawfully obtained from another source without a confidentiality obligation;
• is independently developed without use of the restricted material; or
• must be disclosed by law, court order, or valid governmental requirement.

17. Internal Ginny Circle Materials

Ginny Circle may maintain internal materials that are not part of any customer license, including:
• source architecture;
• internal build specifications;
• testing frameworks;
• development prompts;
• internal product roadmaps;
• acceptance-testing methodology;
• internal pricing strategy;
• product research;
• internal databases;
• source code;
• credentials; and
• other confidential or trade-secret information.

A customer has no right to receive these internal materials merely because the customer purchased a Ginny Circle product.

18. Intellectual-Property Notices

Ginny Circle may include copyright, trademark, confidentiality, proprietary, version, or ownership notices in Licensed Materials.

Customers may not intentionally remove such notices from copies distributed internally where removal would obscure ownership or facilitate unauthorized redistribution.

19. Updates and Replacement Versions

Ginny Circle may issue updated, corrected, or replacement versions of Licensed Materials.

Unless otherwise stated, an update or replacement provided for an existing purchase remains subject to the same license limits as the original product.

Receiving an update does not expand the number of licensed users, seats, workspaces, organizations, or product modules.

20. Product Expansion

A customer may purchase additional Ginny Circle functionality after an initial installation.

Approved expansion installers are intended to add purchased functionality without requiring a customer to rebuild or repurchase unrelated existing functionality.

Expansion installers remain Ginny Circle proprietary Licensed Materials and are covered by these License Terms.

21. Transfer and Assignment

The customer may not sell, transfer, assign, or sublicense a Ginny Circle product license to another unrelated person or organization without Ginny Circle's written authorization, except where applicable law provides otherwise.

Internal personnel changes within the same licensed organization may be handled in accordance with the applicable product or company license.

22. Contractors and Service Providers of the Customer

A customer may allow its own employee or contractor to assist with authorized installation or administration if:
• the person acts solely for the licensed customer's benefit;
• access is limited to what is reasonably necessary;
• the person is subject to appropriate confidentiality or service obligations; and
• the customer remains responsible for compliance with these License Terms.

This does not permit the contractor to reuse Ginny Circle materials for other clients.

23. Verification of License Scope

Ginny Circle may request reasonable information necessary to confirm the scope of a commercial license if there is a good-faith concern about unauthorized redistribution or unlicensed multi-organization use.

Ginny Circle will not use this provision as authority to demand unrelated customer records or confidential operational data.

24. License Term

The license begins when the customer obtains the Licensed Materials through an authorized purchase or grant.

Unless the applicable offer states a subscription term or limited duration, a properly purchased one-time license may continue for the licensed version and authorized scope, subject to these License Terms.

Ginny Circle does not guarantee perpetual third-party platform compatibility, support, connectors, or updates.

25. Termination for Material Breach

Ginny Circle may terminate a license for a material breach of these License Terms if the breach is not cured after reasonable notice when cure is possible.

Examples of material breach may include unauthorized resale, intentional public distribution of proprietary installers, use of Licensed Materials to supply unlicensed copies to third parties, or deliberate commercial misuse of Ginny Circle proprietary materials.

Termination does not require the customer to erase its own data or ordinary business outputs.

Upon termination for material breach, the customer must stop further unauthorized use or distribution of the affected Licensed Materials.

26. Survival

Provisions concerning ownership, intellectual property, confidentiality, restrictions on unauthorized distribution, disclaimers, limitations of liability, and remedies survive termination to the extent applicable.

27. Enforcement and Remedies

Unauthorized copying or distribution may cause harm that is difficult to measure.

Ginny Circle reserves the right to pursue remedies available under contract, copyright, trademark, trade-secret, unfair-competition, or other applicable law where the facts support such a claim.

These License Terms do not create intellectual-property rights that do not otherwise exist under law.

28. No Transfer of General Ideas

Ginny Circle does not claim exclusive ownership over general business ideas, industry concepts, facts, skills, methods independently developed by others, or information that is not legally protectable.

These License Terms protect Ginny Circle's actual Licensed Materials and contractual rights, not the abstract idea of using AI for business operations.

29. No Warranty of Exclusivity

A Ginny Circle license does not give the customer an exclusive territory, industry, workflow, or market unless a separate signed agreement expressly grants exclusivity.

Ginny Circle may license similar products to other customers, including competitors of the purchaser.

30. Product Support and Compatibility

Support, onboarding, updates, and compatibility services are provided only to the extent included in the applicable purchase or separately offered service.

The license itself does not guarantee custom implementation, indefinite technical support, or compatibility with future versions of third-party AI platforms.

31. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," SUBJECT TO ANY EXPRESS WRITTEN WARRANTY PROVIDED WITH THE APPLICABLE PURCHASE.

GINNY CIRCLE DOES NOT WARRANT THAT A LICENSED PRODUCT WILL BE ERROR-FREE, SUITABLE FOR EVERY ORGANIZATION, OR COMPATIBLE WITH EVERY THIRD-PARTY PLATFORM OR WORKFLOW.

32. Limitation of Liability

The limitation-of-liability provisions in the Ginny Circle Website Terms of Service & Terms of Use apply to the Licensed Materials and are incorporated into these License Terms.

Nothing in these License Terms limits liability where applicable law does not allow limitation.

33. Governing Law

Unless applicable law requires otherwise, these License Terms are governed by the laws of the State of Utah, without regard to conflict-of-laws principles.

34. Relationship to Other Terms

These License Terms should be read together with:
• the Ginny Circle Website Terms of Service & Terms of Use;
• the Ginny Circle Privacy Policy;
• product-specific descriptions;
• checkout terms;
• applicable pricing or seat terms; and
• any signed customer agreement.

If a signed written agreement expressly conflicts with these License Terms, the signed agreement controls for that customer and subject matter.

35. Changes to License Terms

Ginny Circle may update these License Terms prospectively.

An update will not retroactively take away a fully paid perpetual right expressly granted for an existing version unless necessary to address illegality, infringement, fraud, security, or another issue that cannot reasonably be handled otherwise.

New purchases, expansions, updates, and services may be subject to the version of these License Terms in effect when they are provided.

36. Contact

Questions about licensing may be submitted through the current contact or support method published on ginnycircle.com.

END OF PRODUCT LICENSE TERMS