AGLedger Software License Agreement

Version: 1.20 Effective Date: September 15, 2026 Parties: AGLedger LLC ("Licensor") and the Licensee defined in Section 1. The specific terms applicable to a Licensee depend on the Licensee's license tier as set forth in Section 2.

1. Definitions

"Agreement" means this Software License Agreement together with any Order Form executed by the parties (for Enterprise Edition) or any clickwrap acceptance completed by a registrant under Section 2.6(b) (for Developer Edition).

"Database Instance" means a unique PostgreSQL database to which the Licensed Software connects and records accountability data. A Database Instance is identified by its logical database regardless of the connection path used to access it (including connection poolers, proxies, or load balancers). Changes to connection endpoints due to failover, migration, or infrastructure changes do not create new Database Instances.

"Developer Edition" means use of the Licensed Software under a valid Developer Edition License Key issued by Licensor through Licensor's self-service registration process, subject to Section 2.6.

"Developer Edition License Key" means a cryptographically signed license artifact issued by Licensor to a registrant upon completion of Licensor's self-service registration process, including acceptance of this Agreement via clickwrap.

"Documentation" means the user guides, API reference, and technical documentation published at agledger.ai/docs.

"Enterprise Edition" means use of the Licensed Software under a valid Order Form executed between Licensor and Licensee for one or more licensed Database Instances, subject to Section 2.7.

"Federation" means the capability of multiple licensed AGLedger Servers to coordinate accountability data across organizational or network boundaries, in accordance with the Documentation. Federation is not a distinct deployment mode or a separate hosted service.

"HA Replica" means a passive database replica maintained solely for high-availability failover, disaster recovery, or read scaling that mirrors a licensed Database Instance.

"Licensed Software" means the AGLedger Server software as delivered to Licensee.

"Licensee" means the entity or natural person accessing, installing, or using the Licensed Software. The term identifies who is bound by this Agreement and grants nothing: a license arises only under Section 2.6 or Section 2.7; a right, entitlement, or benefit stated in this Agreement is available only to the tier a provision expressly names; and all other access, installation, or use is governed by Section 2.5.

"Order Form" means a mutually executed document referencing this Agreement that specifies the number of licensed Database Instances, fees, and other commercial terms for Enterprise Edition.

"Security Fix" means a patch, update, or workaround that remediates a vulnerability classified as Critical or High severity under the Common Vulnerability Scoring System (CVSS v3.1 or successor).

"Source Code" means the human-readable source code of the Licensed Software.

"Support Terms" means the AGLedger Support Terms document, incorporated by reference when Licensee purchases a Support subscription.

"Unlicensed Use" means any access to, installation, or operation of the Licensed Software without a valid Developer Edition License Key or Enterprise Edition Order Form, as governed by Section 2.5.

"Update" means a new version, release, patch, or bug fix of the Licensed Software, excluding Security Fixes.

2. License Grant

AGLedger is a single software product. The Developer Edition and Enterprise Edition are two licensing tiers of that one product, not separate products and not different software builds. The Licensed Software, including all of its features, is identical across both tiers; the tiers differ solely in (a) the database the Licensed Software is licensed to connect to: the PostgreSQL instance bundled with the Licensed Software for the Developer Edition (Section 2.6), versus any external or managed database under an executed Order Form for the Enterprise Edition (Sections 2.1 and 2.7); and (b) the commercial terms that attach to each tier, including fees, warranty, indemnification, eligibility for Support, and the applicable liability framework. Unlicensed Use (Section 2.5) is operation of that same single product without a valid license in either tier.

2.1 Grant (Enterprise Edition)

Subject to the terms of this Agreement and payment of fees specified in the Order Form, Licensor grants Licensee a non-exclusive, non-transferable, worldwide, perpetual license to install, copy, and use the Licensed Software on the number of Database Instances specified in the Order Form, solely for Licensee's internal business purposes. This Section 2.1 applies to Enterprise Edition use only.

2.2 Deployment Topology and Federation

The Enterprise Edition license includes the right to operate the Server in any topology, including participating in Federation with other licensed AGLedger Servers, without additional fees.

2.3 High Availability

HA Replicas maintained for failover, disaster recovery, or read scaling of a licensed Database Instance are included at no additional cost, provided such replicas do not independently serve distinct workloads that would otherwise require a separate license. A read replica serving queries against the same data recorded by a licensed Database Instance is permitted; a replica that records new accountability data from independent processes requires a separate license.

2.4 Non-Production Use

For each licensed production Database Instance under an executed Order Form, the Enterprise Edition Licensee may operate up to three (3) non-production instances (development, staging, testing, or CI) at no additional cost.

2.5 Unlicensed Use / Evaluation

This Section 2.5 applies whenever the Licensed Software is accessed, installed, or operated without a valid Developer Edition License Key or Enterprise Edition Order Form.

(a) Scope; Evaluation Period: Unlicensed Use is permitted solely for evaluation, development, and testing, and solely during the Evaluation Period. The "Evaluation Period" is the period of forty-five (45) days beginning on the date the Licensed Software is first installed in a deployment. For this purpose, a deployment is the set of installations of the Licensed Software that record accountability data to a single Database Instance, and reinstalling, upgrading, redeploying, or recreating a deployment or its Database Instance does not begin a new Evaluation Period. The Evaluation Period limits the scope of the permission in this Section 2.5(a); it is not a covenant. Unlicensed Use in production, for commercial deployment, or for any use beyond evaluation, development, and testing is not licensed under this Agreement at any time. After the Evaluation Period ends, no use of the Licensed Software in that deployment is licensed under this Agreement, including evaluation, development, and testing, unless the user obtains a Developer Edition License Key under Section 2.6 or executes an Order Form under Section 2.7. A user who asserts that use occurred during an Evaluation Period bears the burden of establishing when that Evaluation Period began.

(b) No License Grant for Production or After the Evaluation Period: No license, express or implied, is granted by Licensor for production use, commercial deployment, any other use outside the scope of Section 2.5(a), or any use after the Evaluation Period has ended. Any such use requires registration for Developer Edition under Section 2.6 or execution of an Order Form under Section 2.7. Production use by an Unlicensed user, and any use after the Evaluation Period has ended, constitutes unauthorized reproduction and distribution of the Licensed Software.

(c) Operability Is Not a License: The Licensed Software is designed to continue operating in a fail-open manner (Section 15.1) without a valid license key. This operability does not constitute a license grant, express or implied, to any user operating without a valid Developer Edition License Key or Enterprise Edition Order Form. A user relying on fail-open operability without a valid license, or after the Evaluation Period has ended, is an Unlicensed user and is subject to this Section 2.5.

(d) Reservation of Rights; Copyright Remedies: The Licensed Software is copyrighted and protected under the laws of the United States and international treaties. Use of the Licensed Software outside the scope of this Section 2.5 constitutes copyright infringement and other unauthorized use. Licensor reserves all rights and remedies under Title 17 of the United States Code, including actual damages and profits under 17 U.S.C. § 504(b), injunctive relief under 17 U.S.C. § 502, and, where statutory damages and attorney fees are available pursuant to 17 U.S.C. § 412, statutory damages under 17 U.S.C. § 504(c) and attorney fees under 17 U.S.C. § 505. Nothing in this Section 2.5 limits Licensor's remedies at law or equity.

(e) No Warranty; Tort Disclaimer: REGARDLESS OF WHETHER ANY LICENSE IS GRANTED OR FOUND TO BE IMPLIED, the Licensed Software is provided to Unlicensed users "AS IS" and "AS AVAILABLE," without warranty of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Licensor disclaims all liability to Unlicensed users in contract, tort (including negligence), strict liability, or any other theory, for any use of or inability to use the Licensed Software. Users operating without a valid Developer Edition License Key or Enterprise Edition Order Form assume all risk.

(f) No Usage Information: Section 7.4(d) applies to Unlicensed Use.

(g) Licensee Indemnification of Licensor: Each Unlicensed user shall defend, indemnify, and hold harmless Licensor from any third-party claim arising from the Unlicensed user's access to, installation, or use of the Licensed Software, including any claim arising from such user's data, content, deployment environment, or configuration.

(h) Log Warning; Forbearance Is Not Waiver: The Licensed Software writes a prominent warning to its log output on startup and periodically during operation when no valid Developer Edition License Key or Enterprise Edition license key is present. This warning constitutes notice to any user operating the Software under this Section 2.5 that production, commercial, and other non-evaluation use is unlicensed and unauthorized, and that evaluation, development, and testing use is unlicensed after the Evaluation Period has ended. Licensor's continued operation of the Licensed Software in a fail-open manner without a valid license key (Section 2.5(c)), and Licensor's election not to pursue any particular instance of unauthorized use, shall not be construed as a waiver, release, or grant of any rights and shall not give rise to any implied license, acquiescence, estoppel, or laches defense. No course of conduct or dealing shall modify this Agreement.

(i) Uses to Which the Evaluation Period Does Not Apply: The Evaluation Period in Section 2.5(a) does not apply to, and this Section 2.5 does not govern: (1) use under a valid Developer Edition License Key (Section 2.6), which is not time-limited by this Section; (2) use under an executed Order Form (Section 2.7), including any evaluation, pilot, or proof-of-concept use, for the period the Order Form states; (3) non-production instances operated under Section 2.4 in respect of a licensed production Database Instance; (4) use under a separate written agreement with Licensor granting a time-boxed no-fee license, for the term of that agreement; and (5) use under an entitlement obtained through a third-party marketplace as described in Section 2.9, for as long as that entitlement is in force.

2.6 Developer Edition

The Licensed Software may be used under the Developer Edition at no fee, subject to the conditions of this Section 2.6.

(a) Scope; Bundled Database Only. The Developer Edition grant is licensed solely for use with the PostgreSQL database instance bundled with the Licensed Software. Connecting the Licensed Software to any other database (including any externally-managed or separately-administered database) is outside the Developer Edition grant and requires a valid Enterprise Edition Order Form under Section 2.7. Subject to that database restriction, all deployment topologies, including Federation between Developer Edition Servers, are permitted, and production use is permitted on the bundled database.

(b) Registration Required: Developer Edition use requires (i) completion of Licensor's self-service registration (providing at minimum the registrant's organization name, email address, and intended use), (ii) clickwrap acceptance of this Agreement as presented at the time of registration, and (iii) installation of a Developer Edition License Key issued to the registrant. Use without registration and installation of a valid Developer Edition License Key is Unlicensed Use and is governed by Section 2.5.

(c) Features: All software features are available. Feature restrictions are contractual where explicitly stated in this Section 2.6; they are not enforced by software.

(d) No SLA or Support: Developer Edition use does not include any support entitlement or SLA coverage.

(e) No Usage Information: Section 7.4(d) applies to Developer Edition use.

(f) No Warranty, Indemnification, Support, or SLA: Developer Edition use is provided "AS IS" and "AS AVAILABLE." The limited warranty in Section 9.1, the indemnification in Section 11.1, and the Support Terms do not apply to Developer Edition use. Licensor has no obligation to provide updates, bug fixes, or Security Fixes to Developer Edition users, although Licensor may choose to do so at its discretion.

(g) Limited Liability: Licensor's total aggregate liability for all claims arising from or related to Developer Edition use shall not exceed one hundred U.S. dollars ($100), as set forth in Section 10.4. The disclaimers in Section 9.4 and the exclusion of consequential damages in Section 10.1 apply in full.

(h) Licensee Indemnification of Licensor: Each Developer Edition user shall defend, indemnify, and hold harmless Licensor from any third-party claim arising from the user's use of the Licensed Software under the Developer Edition, including claims arising from the user's data, content, deployment environment, or configuration. The clickwrap acceptance completed by the registrant under Section 2.6(b) constitutes the registrant's agreement to this Section 2.6(h).

(i) Acceptance: Clickwrap acceptance at registration, together with installation and use of the Developer Edition License Key, constitutes acceptance of this Agreement, including this Section 2.6, Section 10.4, and Section 11.3, for Developer Edition use.

(j) Acceptance Record. Licensor's registration process retains a record of each registration, including the version of this Agreement presented and accepted, for a reasonable period. This record evidences the registrant's registration and assent under Section 2.6(b).

(k) Individual Acceptance; No Binding of Employer: Clickwrap acceptance by a natural person under Section 2.6(b) binds only that natural person as a Developer Edition user. Clickwrap acceptance does not bind the registrant's employer, principal, or any other entity to this Agreement unless that entity has separately executed an Order Form under Section 2.7 or has expressly authorized the registrant in writing to bind the entity.

2.7 Enterprise Edition

Enterprise Edition use is governed by Section 2.1 and the applicable Order Form. Enterprise Edition use is the only tier for which: (i) Licensor grants the warranty in Section 9.1; (ii) Licensor provides the indemnification in Section 11.1; (iii) Licensee is eligible to purchase Support under the Support Terms; and (iv) the liability framework in Section 10.2 applies.

2.8 Site License (Org-Wide Grant Scope)

As an alternative to the per-Database-Instance grant in Section 2.1, an Order Form may grant a Site License: an org-wide Enterprise Edition license to install, copy, and use the Licensed Software on an unlimited number of Database Instances operated by a single named Legal Entity (and any Affiliates expressly named on the Order Form), in lieu of per-instance fees, for a single negotiated Site License Fee stated on the Order Form. A Site License is Enterprise Edition use for all purposes of this Agreement, and all Enterprise Edition terms apply. The per-instance count and overage provisions of Section 13 do not apply to a Site License; Licensor's audit right is limited to confirming that operation remains within the named Legal Entity and any named Affiliates. For the Aggregate Cap floor in Section 10.2(B), the "perpetual license fee actually paid" means the Site License Fee.

2.9 Distribution Methods

The Licensed Software may be distributed through any channel designated by Licensor. Download or use through any distribution method constitutes acceptance of this Agreement. Third-party distribution platforms may have their own terms of service, which apply to the user's use of those platforms independently of this Agreement.

Where the Licensed Software is obtained through the AWS Marketplace, the terms presented by Licensor on that listing govern that transaction. Where those terms are the Standard Contract for AWS Marketplace, that contract governs in place of this Agreement to the extent of any conflict. Where those terms incorporate this Agreement, this Agreement governs. License validation for a Marketplace deployment is performed as described in Section 15.1.

2.10 Administration and Configured Identity Providers

Licensee is responsible for the administration of its deployment, including the issuance, scoping, rotation, and revocation of credentials, and for the designation of the persons and systems permitted to perform those operations. Where Licensee configures the Licensed Software to accept identity assertions from a third-party identity provider, Licensee is responsible for the trust it places in that provider and for that configuration. Acts performed with credentials issued by, or derived from an identity provider configured by, Licensee's deployment are attributed to Licensee for the purposes of this Agreement. Licensor operates no identity provider and issues no credential for Licensee's deployment.

3. License Restrictions

Licensee shall not, and shall not permit any third party to:

(a) Sublicense, sell, rent, lease, or transfer the Licensed Software or any rights therein to any third party;

(b) Offer the Licensed Software as a hosted or managed service to third parties, whether as a standalone offering or embedded within a larger service;

(c) Use the Licensed Software to build a product or service that competes with AGLedger;

(d) Reverse engineer, decompile, or disassemble the Licensed Software, except to the extent expressly permitted by applicable law that cannot be waived by contract;

(e) Circumvent, disable, or tamper with license key validation or enforcement mechanisms;

(f) Remove, alter, or obscure any copyright, trademark, or proprietary notices in the Licensed Software;

(g) Distribute Source Code to any third party, except as expressly permitted by a separate written agreement signed by Licensor.

4. Source Code

This Agreement grants no right to receive, access, or use the Source Code, and Licensor has no obligation under this Agreement to provide it. Where Licensor grants access to the Source Code, it does so only under a separate written agreement signed by Licensor, and the scope and conditions of that access are those stated in that agreement. Source Code, and any material Licensor discloses with it, is Confidential Information of Licensor under Section 8 whether or not it is marked as confidential. Licensee shall not distribute, publish, disclose, or otherwise make available the Source Code, or any modification of it, to any third party.

5. Fees and Payment

5.1 License Fees

Licensee shall pay the one-time perpetual license fees specified in the Order Form. Where the Order Form grants a Site License under Section 2.8, the Order Form states a single negotiated Site License Fee in lieu of per-instance fees.

5.2 Support Fees

If Licensee elects to purchase Support, Licensee shall pay the annual Support fees specified in the Order Form. Support is governed by the Support Terms and is available only to Enterprise Edition Licensees.

5.3 Payment Terms

All fees are due within thirty (30) days of invoice date. Fees are non-refundable except as expressly stated in this Agreement.

5.4 Taxes

Fees are exclusive of taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income.

6. Support and Maintenance

6.1 Support Subscription

Support is available as an annual subscription governed by the Support Terms. Support is available only to Enterprise Edition Licensees.

6.2 Security Fixes

Licensor shall make Security Fixes available to all Enterprise Edition Licensees holding a valid perpetual license, regardless of whether Licensee maintains an active Support subscription. Security Fixes are provided for Supported Versions (as defined in the Support Terms). Licensor shall use commercially reasonable efforts to release Security Fixes promptly, prioritized by severity. Nothing in this Section 6.2 creates any obligation to Developer Edition users; Section 2.6(f) governs. Nothing in this Section 6.2 or in Section 2.6(f) limits any obligation that applicable law imposes on Licensor with respect to the Licensed Software, which applies regardless of license tier.

6.3 Scope

Security Fixes are limited to remediation of security vulnerabilities and do not include feature enhancements, performance improvements, or non-security bug fixes.

6.4 Security Update Support Period (Declared Support Period)

Licensor declares, for purposes of the manufacturer support-period obligation under the EU Cyber Resilience Act (Regulation (EU) 2024/2847, the "CRA"), a Security Update Support Period for the Licensed Software of not less than sixty (60) months from the date the Licensed Software is first delivered to Licensee under an Order Form, or such longer period as is stated on the applicable Order Form or in the product documentation. During the Security Update Support Period, Licensor will make Security Fixes available in accordance with Section 6.2, for Supported Versions as defined in the Support Terms; to remain eligible to receive Security Fixes, Licensee must keep its deployment within the Supported Version window by applying the Updates and Security Fixes Licensor makes available. After the Security Update Support Period ends for a given version, Security Fixes for that version are provided on a best-effort basis only, and Licensor will give end-of-life notice in accordance with the Support Terms. This Section 6.4 states a security-update commitment only; it does not extend the Support Subscription, the Warranty Period, or any feature-update obligation.

6.5 Supply-Chain Transparency (SBOM and Verification Material)

Licensor maintains a machine-readable software bill of materials (SBOM) for the Licensed Software as part of its vulnerability-handling process under Section 6.6. Consistent with the CRA, the SBOM is made available to an Enterprise Edition Licensee under an executed Order Form on reasonable request, and to a competent authority to the extent applicable law requires.

6.6 Coordinated Vulnerability Disclosure

Licensor operates a coordinated vulnerability disclosure process for the Licensed Software, published at agledger.ai/security. Security vulnerabilities may be reported to security@agledger.ai. Nothing in this Section creates a contractual service-level commitment.

7. Intellectual Property

7.1 Ownership

Licensor retains all right, title, and interest in and to the Licensed Software, Source Code, Documentation, and all intellectual property rights therein. This Agreement does not convey any ownership interest to Licensee.

7.2 Feedback

If Licensee provides suggestions, enhancement requests, or other feedback regarding the Licensed Software, Licensor may use such feedback without restriction or obligation.

7.3 Open Source Components

The Licensed Software may include third-party open source components, each subject to its own license terms. A list of such components and their licenses is published with each release of the Licensed Software. In the event of a conflict between this Agreement and an open source license, the open source license governs solely with respect to that component.

7.4 No Inspection; No Model Training; No Usage Information

Licensor covenants and represents that:

(a) No access. The Licensed Software is self-hosted and operates entirely within Licensee's infrastructure against Licensee's own database. In the ordinary course, Licensor has no access to, and does not receive, Licensee's records, completions, deliverable content, prompts, database contents, or other data processed by Licensee's deployment. The only circumstance in which Licensor personnel access such data is where Licensee expressly grants access for support or professional services, which is governed by the Data Processing Agreement.

(b) No inspection or judgment of content. Licensor does not inspect, evaluate, score, or judge the substance or quality of Licensee's deliverables or records.

(c) No model training or product development. Licensor shall not use, and is not licensed or otherwise authorized to use, any of Licensee's records, completions, deliverable content, prompts, database contents, or other Licensee data to train, fine-tune, evaluate, or benchmark any machine-learning or artificial-intelligence model, or to develop, improve, or operate any product or service. This restriction is independent of, and survives, the absence of access described in subsection (a). This Section does not limit Licensor's rights in Feedback under Section 7.2.

(d) No usage information. Licensor does not collect product usage information.

The covenants in this Section 7.4 are a material inducement to Licensee. Liability for their breach is subject to Section 10.

8. Confidentiality

8.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including Source Code, pricing, technical specifications, and business plans. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is received from a third party without restriction.

8.2 Obligations

Each party shall: (a) use Confidential Information solely for purposes of this Agreement; (b) protect Confidential Information with at least reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors with a need to know, who are bound by confidentiality obligations at least as protective as this Section.

8.3 Compelled Disclosure

A party may disclose Confidential Information if required by law or court order, provided it gives the other party prompt written notice (to the extent legally permitted) and cooperates in seeking a protective order.

9. Warranty and Disclaimer

9.1 Limited Warranty

Licensor warrants that for thirty (30) days following initial delivery of the Licensed Software to an Enterprise Edition Licensee under an Order Form ("Warranty Period"), the Licensed Software will substantially conform to the Documentation when used in accordance with the Documentation and on a supported platform. This warranty is personal to the original Enterprise Edition Licensee and is not transferable. The Warranty Period is not extended or renewed by any Update or new version.

9.2 Exclusive Remedy

If an Enterprise Edition Licensee under an executed Order Form gives Licensor written notice of a verifiable, reproducible non-conformity within the Warranty Period, Licensor shall use commercially reasonable efforts to correct the non-conforming Software within thirty (30) days (or such other period as may be agreed upon by the parties) of such notice (the "Cure Period"). If Licensor does not correct the non-conformity within the Cure Period, Licensee may, for a period of thirty (30) days following the conclusion of the Cure Period, elect as its sole and exclusive remedy to either: (a) receive a refund of the license fees actually paid by Licensee for the affected Database Instance and terminate the license for that Database Instance; or (b) retain the Software as-is. This is Licensee's sole and exclusive remedy for breach of warranty, in lieu of all other remedies at law or equity. Licensor has no warranty obligation for claims first reported after the Warranty Period.

9.3 Exclusions

This warranty does not apply to, and Licensor has no liability for: (a) any modifications to the Licensed Software made by anyone other than Licensor; (b) use not in accordance with the Documentation or this Agreement; (c) issues caused by third-party software, hardware, operating system, database, network, or other infrastructure; (d) non-production environments, including Non-Production Use under Section 2.4; (e) Unlicensed Use, which is governed by Section 2.5; (f) Developer Edition use, which is governed by Section 2.6; (g) use after Licensee has failed to apply a fix, workaround, or update made available by Licensor; or (h) force-majeure events or causes outside Licensor's reasonable control.

9.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 9.1, THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

10. Limitation of Liability

The limitations in this Section 10 reflect a deliberate allocation of risk between the parties, are a material inducement to Licensor to enter into this Agreement at the stated fee levels, and shall apply notwithstanding any failure of essential purpose of any limited remedy and regardless of the theory of liability (contract, tort, strict liability, statute, or otherwise). Licensee acknowledges that Licensor would not license the Licensed Software on the economic terms of this Agreement without these limitations.

10.1 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USE, COST OF COVER OR SUBSTITUTE PROCUREMENT, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Cap (Enterprise Edition)

SUBJECT TO SECTIONS 10.3, 10.4, AND 10.5, EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT (INCLUDING ANY ORDER FORM, SUPPORT TERMS, AND DATA PROCESSING AGREEMENT INCORPORATED HEREUNDER), WHETHER SUCH LIABILITY ARISES FROM CLAIMS BASED IN CONTRACT, TORT, OR OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATEST OF:

(A) THE FEES AND OTHER AMOUNTS PAID AND REQUIRED TO BE PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY;

(B) THE ONE-TIME PERPETUAL LICENSE FEE ACTUALLY PAID BY LICENSEE FOR THE DATABASE INSTANCE TO WHICH THE CLAIM RELATES; OR

(C) TWENTY-FIVE THOUSAND U.S. DOLLARS ($25,000)

(the "Aggregate Cap").

This Section 10.2 applies to Enterprise Edition use only. Developer Edition use is governed by Section 10.4 and Unlicensed Use is governed by Section 10.5.

10.3 Carve-Outs

(a) Gross negligence, willful misconduct, or fraud. The exclusions in Section 10.1 and the Aggregate Cap in Section 10.2 will not apply to a party's gross negligence, willful misconduct, or fraud; provided, however, that a party's aggregate liability for claims arising from gross negligence alone shall not exceed three (3) times the Aggregate Cap (the "Gross Negligence Sub-Cap"). Liability for willful misconduct and fraud remains uncapped to the extent required by applicable law.

(b) Indemnification obligations. The exclusions and limitations in Sections 10.1 and 10.2 will not apply to any costs of defense and any amounts awarded against an indemnified party by a court of competent jurisdiction or agreed upon pursuant to a settlement agreement that are subject to a party's indemnification and defense obligations under Section 11.

(c) Licensee obligations that remain uncapped. The Aggregate Cap in Section 10.2 does not apply to the following obligations of Licensee, which are uncapped:

(i) Licensee's payment obligations under this Agreement or any Order Form; (ii) Licensee's breach of Section 3 (License Restrictions), including without limitation any sublicensing, hosting-as-a-service, competitive use, reverse engineering, circumvention of license key validation, or removal of proprietary notices; (iii) Licensee's breach of Section 4 (Source Code) or Section 8 (Confidentiality); (iv) Licensee's violation of Section 16 (Export Compliance); (v) Licensee's infringement or misappropriation of Licensor's intellectual property.

(d) Statutory limits. To the extent applicable law prohibits the limitation of liability for death or bodily injury caused by a party's negligence, or for any other matter that cannot be limited by contract, the limitations in this Section 10 do not apply to such liability solely to the extent required by that applicable law.

10.4 Developer Edition: Limited Liability

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSOR'S TOTAL AGGREGATE LIABILITY TO A USER OF THE LICENSED SOFTWARE UNDER THE DEVELOPER EDITION (SECTION 2.6) SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) ANY FEES ACTUALLY PAID TO LICENSOR BY OR ON BEHALF OF THE DEVELOPER EDITION USER. The exclusions in Section 10.1 apply in full to Developer Edition use. By registering for, installing, or using the Licensed Software under the Developer Edition, the user agrees that these limitations are the sole and exclusive allocation of risk for no-fee use and that Licensor would not offer a Developer Edition absent these limitations.

10.5 Unlicensed Use: No Liability

LICENSOR ACCEPTS NO LIABILITY WHATSOEVER TO ANY USER ENGAGED IN UNLICENSED USE (SECTION 2.5). NO LIABILITY CAP APPLIES TO UNLICENSED USE BECAUSE LICENSOR ACCEPTS NO LIABILITY TO UNLICENSED USERS IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY. Unlicensed Use is governed exclusively by Section 2.5, including the disclaimers in Sections 2.5(d), 2.5(e), and 2.5(g). Nothing in this Section 10.5 limits Licensor's rights or remedies against Unlicensed users, including without limitation Licensor's remedies for copyright infringement and breach of this Agreement.

10.6 Time to File Claims

Any claim or cause of action arising out of or related to this Agreement must be commenced within one (1) year after the cause of action accrues or, if applicable law prohibits a one-year limitations period, within the shortest period permitted by such applicable law. After that period, the claim is permanently barred.

10.7 Essential Purpose

The parties agree that the limitations of liability in this Section 10 apply even if any exclusive remedy provided in this Agreement fails of its essential purpose.

11. Indemnification

11.1 By Licensor (Enterprise Edition)

For Enterprise Edition use only, Licensor shall defend, indemnify, and hold harmless Licensee from third-party claims alleging that the Licensed Software, as provided by Licensor and used in accordance with this Agreement, infringes a third party's patent, copyright, trademark, or trade secret. If the Licensed Software is found to infringe, Licensor shall, at its option: (a) obtain the right for Licensee to continue use; (b) modify the Software to be non-infringing; (c) replace the Software with a non-infringing alternative; or (d) terminate the license and refund fees paid.

Licensor's indemnification obligations under this Section 11.1 are not subject to the Aggregate Cap in Section 10.2, consistent with Section 10.3(b); provided, however, that Licensor's aggregate liability under this Section 11.1 (including defense costs, amounts awarded by a court, and amounts paid in settlement) shall not exceed the greater of (x) three (3) times the fees and other amounts paid and required to be paid under this Agreement in the twenty-four (24) months immediately preceding the claim, or (y) two hundred fifty thousand U.S. dollars ($250,000) (the "IP Indemnity Sub-Cap"). The IP Indemnity Sub-Cap does not apply to Licensor's willful misconduct or fraud, which remain uncapped to the extent required by applicable law.

11.2 Exclusions

Licensor has no obligation under Section 11.1 for claims arising from: (a) modifications made by Licensee; (b) combination of the Licensed Software with third-party software or hardware not specified in the Documentation; (c) use after Licensor has provided a non-infringing replacement; (d) use outside the scope of this Agreement; or (e) Unlicensed Use or Developer Edition use.

11.3 By Licensee

Licensee shall defend, indemnify, and hold harmless Licensor from third-party claims arising from: (a) Licensee's use of the Licensed Software outside the scope of this Agreement, including any Unlicensed Use under Section 2.5 or Developer Edition use under Section 2.6; or (b) data or content processed by the Licensed Software under Licensee's control.

11.4 Procedure

The indemnified party shall: (a) promptly notify the indemnifying party; (b) grant the indemnifying party sole control of the defense; and (c) provide reasonable cooperation. The indemnified party may participate at its own expense.

11.5 Not Limited by Insurance

The indemnities in this Section 11 are not limited in any manner by any insurance coverage maintained by a party under Section 12 or otherwise.

12. Insurance

Where a Licensee requires specific coverages or limits, those may be specified on the applicable Order Form. Any insurance Licensor maintains does not limit Licensor's liability, which is governed exclusively by Section 10, and does not limit the indemnities in Section 11 (see Section 11.5).

13. Audit Rights

13.1 Records

Licensee shall maintain accurate records of the number of Database Instances on which the Licensed Software is installed.

13.2 Audit

Licensor may audit Licensee's use of the Licensed Software no more than once per twelve (12) month period. Licensor shall provide at least thirty (30) days' prior written notice. Audits shall be conducted during normal business hours and shall not unreasonably interfere with Licensee's operations. This Section 13 applies to Enterprise Edition use. It does not limit Licensor's investigation of, or remedies for, Unlicensed Use under Section 2.5, which is governed by that Section and by Licensor's rights at law.

13.3 Costs

If an audit reveals that Licensee has exceeded the licensed number of Database Instances by more than five percent (5%), Licensee shall pay the applicable license fees for the excess instances plus the reasonable cost of the audit. If the audit reveals compliance, Licensor shall bear all audit costs.

14. Term and Termination

14.1 License Term

The Enterprise Edition license granted under this Agreement is perpetual, subject to termination as provided in this Section. Developer Edition use continues so long as the Developer Edition License Key remains valid and Licensee complies with Section 2.6.

14.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. A breach of Section 3 (License Restrictions), and any use outside the scope of Section 2.5(a) by a user without a valid Developer Edition License Key or Enterprise Edition Order Form, are not subject to cure, and Licensor may terminate on written notice with immediate effect.

14.3 Termination by Licensee

Licensee may terminate this Agreement at any time by ceasing all use of the Licensed Software, destroying all copies (including Source Code), and certifying destruction in writing.

14.4 Effect of Termination

Upon termination for cause by Licensor: (a) all rights granted under this Agreement immediately cease, and any continued operation of the Licensed Software is Unlicensed Use governed by Section 2.5; (b) Licensee shall immediately cease all use of the Licensed Software; (c) Licensee shall destroy all copies of the Licensed Software and Source Code; (d) Licensee shall certify destruction in writing within thirty (30) days.

14.5 Survival

Sections 2.5 (Unlicensed Use), 4 (Source Code), 7 (IP), 8 (Confidentiality), 9.4 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12 (Insurance), 13 (Audit, for 12 months post-termination), 16 (Export Compliance), and this Section 14.5 survive termination.

15. Post-Expiration Behavior

15.1 Fail-Open Operation

Except for a deployment obtained through the AWS Marketplace, the Licensed Software validates its license locally and does not depend on any external license validation service.

A deployment obtained through the AWS Marketplace checks its entitlement with AWS License Manager. That check fails open: if the entitlement service is unreachable or returns no result, the Licensed Software continues to operate at its last known license tier without interruption, degradation, or feature restriction. Availability of AWS License Manager is outside Licensor's control, and Licensor makes no service-level commitment with respect to it.

15.2 License Key Expiration

In the event that a Developer Edition License Key or Enterprise Edition license key expires or becomes technically invalid:

(a) The Licensed Software is built to continue operating in its then-current installed state without interruption, degradation, or feature restriction ("Fail-Open Operation"). Fail-Open Operation describes how the Licensed Software behaves and is not a commitment to any user;

(b) An Enterprise Edition Licensee's right to receive Updates (other than Security Fixes) shall cease if Licensee does not maintain an active Support subscription;

(c) Licensee retains no right to install the Software on additional Database Instances beyond those licensed at the time of expiration;

(d) This continued operation does not constitute a new or extended license grant and is provided solely to prevent disruption to legitimate licensees. A user operating without a valid license is subject to Section 2.5 (Unlicensed Use).

15.3 Perpetual Right

Expiration of a license key does not affect the perpetual Enterprise Edition license granted under Section 2.1.

16. Export Compliance

16.1 Classification

The Licensed Software includes cryptographic functionality. As of the effective date of this Agreement, that functionality comprises: Ed25519 (EdDSA) and ECDSA using curve P-256 with SHA-256 for signature generation and verification; verification of RSASSA-PKCS1-v1_5, RSA-PSS, and ECDSA signatures over curves P-256, P-384, and P-521, together with Ed25519, for the validation of identity tokens issued by an identity provider the Licensee configures; HMAC-SHA-256 for message authentication and credential storage; AES-256-GCM for encryption at rest; HKDF-SHA-256 for key derivation; and SHA-256 for hashing and canonical digests. The Licensed Software does not terminate Transport Layer Security; it acts as a Transport Layer Security client for outbound connections. This enumeration is descriptive and may change between releases without amendment to this Section. The Licensed Software is subject to the U.S. Export Administration Regulations (EAR).

Based on Licensor's good-faith review of the EAR in effect as of the effective date of this Agreement, Licensor classifies the Licensed Software under ECCN 5D002 (information security software employing asymmetric and symmetric cryptography above EAR threshold key lengths). Licensor intends to rely on the following export authorities as applicable to each form of distribution:

(a) Binary and object-code distributions (e.g., Docker images, Helm charts, air-gap bundles, GitHub Release artifacts): License Exception ENC under 15 CFR § 740.17(b)(1) as self-classified mass-market encryption items. Licensor intends to submit the annual self-classification report to the U.S. Bureau of Industry and Security (BIS) as required by 15 CFR § 740.17(e)(3); and

(b) Publicly available encryption source code (to the extent Licensor publishes source code under an open-source or publicly accessible repository): the treatment afforded under 15 CFR § 742.15(b).

This classification statement is provided as a good-faith statement of Licensor's current reasonable belief; it is not a warranty of classification, and it does not relieve Licensee of its independent obligation to confirm the correct classification and license authority for Licensee's particular use case, destination, and end-user. Licensor may update this classification if BIS or export counsel advises a different determination.

16.2 Restricted Parties and Destinations

Licensee shall not export, re-export, transfer, or release the Licensed Software, directly or indirectly:

(a) To any destination, entity, or natural person subject to U.S. sanctions or embargoes administered by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), including without limitation Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions of Ukraine, and any additional destinations designated by OFAC or BIS from time to time;

(b) To any person or entity on the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List, or on the OFAC Specially Designated Nationals and Blocked Persons (SDN) List, or on comparable restricted-party lists maintained by the European Union, United Kingdom, or United Nations;

(c) For any end-use prohibited by U.S. export control laws, including end-uses related to the design, development, production, or use of nuclear, chemical, or biological weapons, or missile technology.

16.3 Licensee Compliance

Licensee shall comply with all applicable export, import, sanctions, and trade-control laws and regulations in its use, distribution, and sublicensing of the Licensed Software. Licensee represents that it is not located in, under the control of, or a national or resident of any country to which export is prohibited, and is not on any restricted-party list referenced in Section 16.2(b).

16.4 Information on Request

An Enterprise Edition Licensee under an executed Order Form may request from Licensor the current export classification number, the license exception relied upon, and the date of Licensor's most recent annual self-classification report under 15 CFR § 740.17(e)(3).

17. General Provisions

17.1 Governing Law

This Agreement is governed by the laws of the State of Idaho, without regard to its conflict of laws provisions.

17.2 Dispute Resolution

The parties shall attempt to resolve any dispute arising under this Agreement through good-faith negotiation for thirty (30) days. If unresolved, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association in Ada County, Idaho. Each party bears its own costs; the arbitrator may award costs and reasonable attorney fees to the prevailing party.

Class Action Waiver. The parties waive any right to participate in, commence, or be a member of any class, collective, mass, consolidated, or representative action arising out of or related to this Agreement. The arbitrator may not consolidate the claims of multiple persons, preside over any form of representative, class, or collective proceeding, or award relief to or on behalf of anyone other than a named party to the arbitration. If this class-action waiver is held unenforceable, the entire arbitration provision in this Section 17.2 shall be unenforceable and any dispute shall be resolved exclusively in the state or federal courts located in Ada County, Idaho, but this class-action waiver shall remain enforceable in that forum to the maximum extent permitted by applicable law.

17.3 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement.

17.4 Notices

All notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form (for Enterprise Edition) or to the email address provided by the registrant at the time of Developer Edition registration. Notices are effective upon receipt. Where a user has provided no notice address, the log warning described in Section 2.5(h) and any notice published with a release of the Licensed Software are effective notice for the purposes of Section 2.5 and Section 14.2.

17.5 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions continue in full force and effect.

17.6 Entire Agreement

This Agreement, together with all Order Forms, the Support Terms (if applicable), and the Data Processing Agreement (if applicable), constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings. In the event of a conflict, the order of precedence is: Order Form, Data Processing Agreement (for data processing matters), this Agreement, Support Terms.

17.7 Amendment

This Agreement may be amended only by a written instrument signed by both parties (for Enterprise Edition) or by Licensor's publication of an updated version effective upon a registrant's next Developer Edition registration or renewal.

17.8 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or infrastructure failures.

17.9 No Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

17.10 Compliance with Laws

Each party shall comply with all laws, regulations, and orders applicable to its performance of this Agreement, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, other anti-bribery and anti-corruption laws, applicable data-protection laws, labor and employment laws, and economic sanctions and export-control laws referenced in Section 16. Neither party shall request, accept, offer, promise, or give anything of value to any person in a manner that would violate these laws in connection with this Agreement.

17.11 EU AI Act: Classification and Value-Chain Cooperation

(a) Classification. The Licensed Software is cryptographic accountability-evidence infrastructure. It does not perform inference, generate content or recommendations, make or assist decisions concerning natural persons, or interact with natural persons. The parties accordingly acknowledge that the Licensed Software is not an "AI system," a "high-risk AI system," or a "general-purpose AI model" within the meaning of Regulation (EU) 2024/1689 (the "EU AI Act"), and does not trigger the transparency obligations of Article 50. Licensor's factual basis for this statement is set out in its EU AI Act Capabilities Statement, available on request.

(b) Value-chain cooperation (Article 25). Where an Enterprise Edition Licensee under an executed Order Form integrates the Licensed Software as a component, tool, service, or process into a high-risk AI system for which Licensee (or Licensee's customer) is a provider under the EU AI Act, Licensor will, on reasonable written request and subject to the confidentiality obligations of Section 8, provide the information and technical documentation in Licensor's possession that is reasonably necessary for that provider to comply with the EU AI Act, to the extent such information relates to the Licensed Software (which may include the Capabilities Statement, the cryptographic signing and verification specifications, and the SBOM referenced in Section 6.5).

(c) No transfer of provider obligations. Nothing in this Section makes Licensor a provider, deployer, importer, distributor, or authorized representative of any AI system, and the cooperation in subsection (b) does not transfer to Licensor any obligation of an AI-system provider, including conformity assessment, CE marking, registration, or post-market monitoring. Licensor may update the classification in subsection (a) if the EU AI Act, its implementing acts, or competent-authority guidance requires a different determination.

18. Contact

AGLedger LLC Email: legal@agledger.ai Web: https://agledger.ai