SENGOL END USER LICENCE AGREEMENT

>>> DRAFT — NOT YET IN FORCE. This document has been prepared for review by
>>> qualified legal counsel and has not been reviewed by a lawyer. Terms in
>>> [SQUARE BRACKETS] require a decision before execution. Remove this banner
>>> only when counsel has approved the text.

Version 2.0 — [DATE]
[LEGAL ENTITY NAME] ("Sengol", "we", "us")

IMPORTANT: This is a commercial licence. Sengol is proprietary software. It is
not open source and no open-source licence is granted. By installing, copying,
or using the Software you agree to these terms. If you do not agree, do not
install or use the Software.


1. DEFINITIONS

1.1 "Software" means the Sengol appliance, including the SDK, API, CLI, console
    and accompanying documentation, in source or object form, excluding
    Separately Licensed Components (clause 9).

1.2 "Order Form" means a written or electronic ordering document executed by
    both parties that identifies the Licensed Scope and the fees payable.

1.3 "Licensed Scope" means the limits recorded in the Order Form and encoded in
    the Licence File, including the permitted number of Instances, the Term,
    and any named entity or environment restrictions.

1.4 "Licence File" means the cryptographically signed entitlement artifact
    issued by Sengol which the Software verifies at start-up.

1.5 "Instance" means one running deployment of the Software operated by and for
    a single legal entity.

1.6 "Evidence" means the audit records, evaluation results, signed payloads and
    exports produced by the Software from Your data.

1.7 "You" means the legal entity identified in the Order Form.


2. GRANT OF LICENCE

2.1 Subject to Your compliance with this Agreement and payment of all fees,
    Sengol grants You a limited, non-exclusive, non-transferable,
    non-sublicensable, revocable licence, during the Term, to install and run
    the Software within the Licensed Scope for Your internal business purposes.

2.2 The Software is licensed, not sold. All rights not expressly granted are
    reserved to Sengol.

2.3 You may make a reasonable number of copies solely for backup, disaster
    recovery, and non-production testing within the Licensed Scope.

2.4 You may permit Your employees and contractors to use the Software on Your
    behalf, provided You remain responsible for their compliance.


3. LICENCE VERIFICATION

3.1 The Software verifies the Licence File offline at process start-up and
    re-reads it periodically. It transmits nothing to Sengol in order to do so.
    A production deployment does not start without a valid Licence File.

3.2 You must not circumvent, disable, remove, or interfere with licence
    verification, nor forge, alter, or misrepresent a Licence File. Doing so is
    a material breach of this Agreement, whether or not it is technically
    possible for a licensee holding source code.

3.3 Licence expiry restricts evaluation capability only. It does not restrict
    Your access to Evidence: read, export and verification of previously
    recorded Evidence continue to function after expiry. Sengol will not issue
    any update that makes Your existing Evidence unreadable by You.


4. RESTRICTIONS

You must not, and must not permit any third party to:

4.1 distribute, resell, rent, lease, lend, host, or otherwise make the Software
    available to any third party, including as a service bureau, managed
    service, or multi-tenant offering;

4.2 use the Software for or on behalf of any entity other than the entity named
    in the Order Form;

4.3 reverse engineer, decompile, or disassemble any object-code portion of the
    Software, except to the extent that such restriction is prohibited by
    applicable law and only after written notice to Sengol;

4.4 remove, obscure, or alter any proprietary notice, attribution, or licence
    notice in the Software;

4.5 use the Software to develop a product that competes with the Software; or

4.6 exceed the Licensed Scope.


5. OWNERSHIP AND YOUR DATA

5.1 Sengol and its licensors own all right, title and interest in the Software
    and all intellectual property rights in it.

5.2 You own Your data and Your Evidence. Sengol claims no ownership or licence
    over them.

5.3 The Software is self-hosted and single-tenant. It does not transmit Your
    data, Your Evidence, or usage telemetry to Sengol. [CONFIRM: state here any
    telemetry that does exist, or affirm that none does.]

5.4 If You send Sengol feedback or suggestions, Sengol may use them without
    obligation or attribution.


6. TERM, TERMINATION AND SURVIVAL

6.1 This Agreement begins on the date You first install the Software and
    continues for the Term stated in the Order Form.

6.2 Either party may terminate for material breach that remains uncured
    [THIRTY (30)] days after written notice.

6.3 On termination or expiry You must cease production use and, within
    [THIRTY (30)] days, delete or destroy all copies of the Software, except
    that You may retain the Software in a non-evaluating state, and must retain
    it if needed, for the sole purpose of reading, exporting and verifying
    Evidence recorded during the Term. This exception exists because Evidence
    may be subject to Your own regulatory retention obligations.

6.4 Clauses 4, 5, 6.3, 7, 8, 9, 10 and 12 survive termination.


7. WARRANTY AND DISCLAIMER

7.1 Sengol warrants that during the Term the Software will perform materially
    as described in its documentation. Your exclusive remedy for breach of this
    warranty is, at Sengol's option, repair, replacement, or a pro-rata refund
    of fees paid for the affected period.

7.2 EXCEPT AS STATED IN CLAUSE 7.1, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
    WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 The Software supports Your compliance activities. It does not constitute
    legal, regulatory, or audit advice, and Sengol does not warrant that use of
    the Software will result in compliance with any law, regulation, or
    standard. Responsibility for regulatory compliance remains Yours.

7.4 [JURISDICTION CHECK: certain implied warranties and the exclusions in 7.2
    may not be excludable under applicable consumer or provincial law.]


8. LIMITATION OF LIABILITY

8.1 Neither party is liable for indirect, incidental, special, consequential,
    or punitive damages, or for lost profits, revenue, or data, however caused.

8.2 Each party's total aggregate liability arising out of this Agreement is
    limited to the fees paid or payable by You in the [TWELVE (12)] months
    preceding the event giving rise to the claim.

8.3 Clauses 8.1 and 8.2 do not limit liability for death or personal injury
    caused by negligence, fraud or fraudulent misrepresentation, Your breach of
    clauses 3.2 or 4, either party's indemnity obligations, or any other
    liability that cannot be limited by law.


9. SEPARATELY LICENSED COMPONENTS

9.1 sengol-verify is licensed separately under the Apache Licence 2.0 and is
    NOT governed by this Agreement. You may use, copy, modify and redistribute
    it under that licence. This is deliberate: independent verification of
    Evidence must not require a Sengol licence. Nothing in this clause
    enlarges or varies the licence granted for the Software in clause 2.

9.2 The Software incorporates third-party open-source components. Each is
    governed by its own licence. [ACTION: a third-party notices file must be
    produced from a dependency audit and referenced here. None currently
    exists in this repository.]

9.3 Where a third-party licence grants You rights broader than this Agreement,
    that licence prevails for that component.


10. COMPLIANCE VERIFICATION

10.1 On [THIRTY (30)] days' written notice, not more than once in any twelve
     month period, Sengol may request that You certify in writing that Your use
     is within the Licensed Scope. [DECIDE: whether an on-site or technical
     audit right is required, or whether written certification suffices.]

10.2 Sengol will not access Your systems, Your data, or Your Evidence for this
     purpose.


11. EXPORT AND SANCTIONS

11.1 You must comply with all applicable export control and sanctions laws and
     must not make the Software available to any prohibited party or region.


12. GENERAL

12.1 Governing law: the laws of [PROVINCE/STATE, COUNTRY], excluding its
     conflict-of-laws rules. Courts of [VENUE] have exclusive jurisdiction.

12.2 You may not assign this Agreement without Sengol's written consent, except
     to a successor of all or substantially all of Your business that is not a
     competitor of Sengol.

12.3 If any provision is held unenforceable, it is modified to the minimum
     extent necessary and the remainder stays in force.

12.4 This Agreement and the Order Form are the entire agreement between the
     parties on this subject and supersede all prior discussions. In a conflict
     the Order Form prevails.

12.5 Failure to enforce a provision is not a waiver of it.

12.6 Notices to Sengol: [NOTICE ADDRESS / EMAIL].


Copyright (c) [YEAR] [LEGAL ENTITY NAME]. All rights reserved.
