BiVelio Inc. — BV-SALA Commercial Software License Agreement

Copyright (c) 2026 BiVelio Inc. All Rights Reserved.

IMPORTANT — READ BEFORE USE. This Commercial Software License Agreement (the
"Agreement") governs your use of the "@bivelio/savings-layer" software, also known
as "BV-SALA" (the "Software"), published by BiVelio Inc. ("BiVelio"). By installing,
copying, or using the Software, you agree to this Agreement. If you do not agree, do
not install or use the Software.

1. LICENSE GRANT. Subject to your continuous compliance with this Agreement and to
   an active BiVelio subscription (paid, or granted by BiVelio at no charge, for
   example through a promotional code, a pilot, or the free Measure license) with a
   valid license key ("License Key"), BiVelio grants you a limited, non-exclusive,
   non-transferable, non-sublicensable, revocable license to install and use the
   Software, as published, solely for your own internal business purposes, and only
   for the number of seats covered by your subscription. The Software is licensed,
   not sold. Under a Measure license the Software runs in shadow mode only: it
   forwards your requests to your provider unchanged, applies no optimization, and
   reports estimated savings that are never billed.

2. LICENSE KEY; FAIL-CLOSED OPERATION. The Software requires a valid, active License
   Key and does not operate without one. Expiry, non-payment, revocation, suspension,
   or termination of your subscription immediately ends the license granted in
   Section 1, and the Software will cease to function; when a paid subscription
   ends, BiVelio may instead grant you a Measure license, under which the Software
   continues in shadow mode only. You will not circumvent, disable, remove, or tamper
   with the Software's licensing, metering, or revocation mechanisms, nor use the
   Software after your license has ended.

3. RESTRICTIONS. Except as expressly permitted above, you will not: (a) distribute,
   publish, resell, rent, lease, lend, offer as a hosted or managed service, or
   otherwise make the Software available to any third party; (b) sublicense, assign,
   or transfer your rights; (c) use the Software for more seats than your
   subscription covers, or share a License Key across more machines or service
   identities than it covers; (d) remove, alter, or obscure any proprietary or
   copyright notice; (e) reverse engineer, decompile, or disassemble the Software,
   except to the limited extent applicable law expressly permits notwithstanding
   this restriction; or (f) use the Software to develop, train, or improve a product
   or service that competes with the Software.

4. OWNERSHIP. The Software is the exclusive property of BiVelio and its licensors and
   embodies valuable proprietary information and trade secrets. BiVelio retains all
   right, title, and interest in and to the Software and all intellectual property
   rights therein. No rights are granted to you except as expressly set out in this
   Agreement, whether by implication, estoppel, or otherwise.

5. YOUR DATA; PRIVACY.
   (a) What the Software never sends to BiVelio. The Software never transmits to
   BiVelio the content of your requests or responses (including prompts, system
   instructions, messages, tool definitions, tool arguments and results, retrieved
   documents, and completions) or the credentials you use with your LLM provider
   (API keys, OAuth tokens, or other authorization headers). That content and those
   credentials travel only between your systems and the LLM provider you configure.
   (b) What the Software sends to BiVelio. The SDK contacts BiVelio only when you
   configure a license server or metering URL; the local gateway always does. With a
   BiVelio service-account key, the Software sends BiVelio's control plane usage
   records for the requests it meters, each limited to:
     (i) identifiers: a request identifier generated on your side (at random, or by
         your own generator); for a repeated request valued by reference, the
         identifier and timestamp of the earlier request whose provider counter is
         used; a seat identifier, which is either a value you set or an opaque value
         computed on your machine as a keyed hash (HMAC-SHA-256 wherever the
         runtime provides it), keyed with your service-account key, of the
         platform, CPU architecture, runtime executable path, host name,
         operating-system user name, and home directory (those underlying values
         are never sent); for traffic through the local gateway,
         the session and sub-agent identifiers that your coding agent attaches to
         its own requests (for example, Claude Code's session id), only when they
         are plain identifiers; an organization hint; and a flag marking CI or
         ephemeral runners;
     (ii) the identifier of the model that served the request (the model named in
         the request or, where the Software sent the request to another model under
         a setting you enabled, that model; for a self-hosted or Azure deployment,
         the name you gave it) and the time of the request;
     (iii) counts: LLM calls executed and avoided; input and output tokens before
         and after the Software's optimizations, including tokens removed,
         compressed, or read from the provider's cache; and the cache outcome; and
     (iv) cost figures computed by the Software from its price catalogue (or from
         a cost model you supply): baseline cost, actual cost, the net-saving
         ratio, the basis of the figures (measured, reference, estimated, shadow,
         or unmeasured), the value, at the provider's cache-read price, of
         input tokens your provider reported as cleared from context, and the
         discount your provider's own prompt cache gave the request and the
         cache-write premium it billed, which are shown apart and never used to
         calculate the fees in Section 6.
   Each batch of records also carries the Software's surface and version (for
   example, "gateway/0.4.23"). BiVelio's ingest rejects any record that carries a
   field not listed above. Separately, the Software fetches from BiVelio its current
   license token, the signed license revocation list and, for the gateway, your
   organization's feature entitlements; these requests carry your service-account
   key where authentication is required, and no request data. Like any HTTPS
   request, all of the above also reveals ordinary network metadata, such as your
   IP address. If you enable the SDK's optional verification, which is off by
   default, the SDK also sends BiVelio, through a separate channel and for each
   request it samples: a label marking the record as a verification sample; the
   request identifier and time; the model requested and the model that served it;
   the cache outcome; the category of the request and the outcome of the check;
   the input, cached-input, and output token counts and the cost of the served
   request and of the unoptimized copy the SDK sent to your LLM provider; how
   that copy finished and whether it met the response contract; and the per-token
   prices applied; together with daily counts of requests per category and a
   random batch identifier. That channel likewise rejects any field not listed
   here, and none of it is used to calculate the fees in Section 6.
   (c) BiVelio uses this data to operate licensing and revocation, show your
   dashboard, count billable seats, and calculate the fees in Section 6. Each
   field, and how long BiVelio keeps it, is further described at
   https://savings.bivelio.com/privacy.

6. FEES. Your subscription is subject to BiVelio's pricing as published at
   https://savings.bivelio.com/pricing (the "Published Pricing") for each billing
   period:
   (a) a subscription fee, per seat or for a plan that includes a number of seats,
   payable whether or not the Software produces any saving; and (b) only if your
   subscription is on a plan that the Published Pricing lists as carrying a
   commission, a commission, at tiered marginal rates, charged only on measured
   savings, meaning savings whose basis is labelled "measured" or "reference" in
   your usage records (Section 5(b)(iv)). A "measured" saving is established from
   your LLM provider's own usage counter for that request; a "reference" saving, for
   a repeated request the Software served without calling your provider, from your
   provider's counter for the identical earlier request that did run. Both are
   valued at the per-token prices the Software applied to that request: those of a
   cost model you configure, where you configure one, and otherwise your provider's
   list prices in the price catalogue included in the Software. Savings labelled
   "estimated", "shadow", or "unmeasured" never carry commission. Traffic the
   Software identifies as a flat-rate provider subscription (a Claude or ChatGPT
   subscription used through the local gateway) is metered but credited no measured
   saving, so it carries no commission. A period with no measured savings carries no
   commission. The first calendar month (UTC) in which your organization reports any
   usage is a calibration period, however little of that month remains, and carries
   no commission. Nor is commission charged for a period that BiVelio closes while
   your account is exempt from it. Your account is exempt if BiVelio grants it an
   exemption and, until a payment is made on the account, if its subscription was
   activated with a promotional code that waives the subscription fee in full for
   its entire term. For a calibration or exempt period the statement still shows the
   commission that would have applied. Each period's commission is
   itemized on a statement in your dashboard, together with the exchange rate
   applied. Rates, tier thresholds, and currency are those of the Published Pricing
   and are not restated here.

7. TERM AND TERMINATION. This Agreement remains in effect while your subscription is
   active. BiVelio may terminate this Agreement immediately if you breach it. Upon
   expiry or termination you must cease all use of the Software and destroy your
   copies. Sections 2 through 10 survive termination.

8. DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY
   KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
   MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL
   BIVELIO INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR
   EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING FROM OR
   RELATED TO THE SOFTWARE OR THIS AGREEMENT. BIVELIO'S TOTAL LIABILITY SHALL NOT
   EXCEED THE FEES YOU PAID FOR THE SOFTWARE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

10. GENERAL. This Agreement is governed by the laws of the State of Delaware, USA,
   without regard to its conflict-of-laws rules. If any provision is held
   unenforceable, the remaining provisions remain in effect. This Agreement, together
   with the applicable BiVelio subscription terms, constitutes the entire agreement
   between you and BiVelio regarding the Software. Unauthorized use, reproduction, or
   distribution of the Software may result in civil and criminal penalties.

For licensing and compliance inquiries, contact: BiVelio Inc. — privacy@bivelio.com
