Puxti Early Access License Agreement

Copyright (c) 2026 Okolico Ventures UG (haftungsbeschränkt), operating as Puxti.
All rights reserved.

This Early Access License Agreement ("Agreement") is entered into between
Okolico Ventures UG (haftungsbeschränkt), operating as Puxti ("Licensor"),
and the named design partner who has been granted access to this repository
("Licensee"). Access to this software constitutes acceptance of these terms.

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1. GRANT OF LICENSE

Licensor grants Licensee a personal, non-exclusive, non-transferable, revocable
license to install and use this software solely for internal evaluation and
feedback purposes during the License Term defined in Section 6.

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2. PERMITTED USE

Licensee may:
  a) Install and run Puxti on Licensee's own infrastructure;
  b) Connect Puxti to Licensee's own data stack for evaluation purposes;
  c) Provide feedback, bug reports, and feature suggestions to Puxti.

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3. RESTRICTIONS

Licensee may not:
  a) Redistribute, sublicense, sell, lease, or otherwise transfer this software
     or its source code to any third party;
  b) Use this software in a production environment or for commercial purposes
     beyond internal evaluation without a separate written agreement;
  c) Remove, alter, or obscure any copyright, license, or proprietary notices.

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4. REVERSE ENGINEERING

Any form of reverse engineering, decompilation, disassembly, or derivation of
source code from compiled components of this software is strictly prohibited,
save for the mandatory scope permitted under § 69e of the German Copyright Act
(Urheberrechtsgesetz, UrhG) solely to achieve interoperability with independently
developed programs, and only to the extent strictly necessary for that purpose.
Any information obtained under § 69e UrhG may not be used for any purpose beyond
achieving such interoperability.

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5. NON-COMPETE AND CLEAN ROOM

To protect the trade secrets, proprietary architecture, and unique technical logic
disclosed through access to this software, Licensee — including its employees,
contractors, and any personnel who were granted access to the source code — may
not use this software, its source code, its architecture, or any knowledge derived
from access to it to develop, contribute to, or assist in developing a product or
service that competes, directly or indirectly, with Puxti. This restriction applies
during the License Term and for a period of two (2) years following its expiry or
termination. Licensee shall ensure that any personnel who had access to the source
code are bound by obligations no less restrictive than those in this Section.

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6. LICENSE TERM

This Agreement and all rights granted herein expire automatically sixty (60) days
from the date on which Licensee was first granted access to this repository
("License Term"), unless earlier terminated or extended in writing by Licensor.
Upon expiry or termination, Licensee must immediately cease all use of the software
and irretrievably delete all copies in Licensee's possession, including backups,
forks, and any derivatives. Upon Licensor's written request, Licensee shall provide
written confirmation, signed by a managing director (Geschäftsführer) or equivalent
authorized representative, that all such copies have been irretrievably deleted.

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7. FEEDBACK AND IP ASSIGNMENT

Licensee hereby irrevocably assigns to Licensor all rights, title, and interest —
including all intellectual property rights — in any feedback, suggestions, ideas,
improvements, or other contributions provided to Licensor in connection with this
software ("Feedback"), free of charge and without restriction. Licensor may use
such Feedback for any purpose without obligation to Licensee.

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8. CONTRACTUAL PENALTY (VERTRAGSSTRAFE)

In the event of a breach of Sections 3(a) (redistribution), 4 (reverse engineering),
or 5 (non-compete), Licensee shall pay Licensor a contractual penalty
(Vertragsstrafe) to be determined by Licensor at its reasonable discretion, subject
to review by the competent court (Hamburger Brauch), per individual breach. This
penalty is without prejudice to Licensor's right to claim additional damages. The
right to assert further claims for injunctive relief or damages beyond the penalty
amount is expressly reserved.

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9. CONFIDENTIALITY (GEHEIMHALTUNG)

The software, its source code, technical documentation, architecture, roadmap, and
all related materials disclosed under this Agreement are trade secrets
(Geschäftsgeheimnisse) within the meaning of the German Trade Secrets Act
(Gesetz zum Schutz von Geschäftsgeheimnissen, GeschGehG). Licensee shall:
  a) Maintain strict confidentiality with respect to all such materials;
  b) Not disclose, discuss, or otherwise communicate any such materials to third
     parties, including investors, competitors, or advisors, without Licensor's
     prior written consent;
  c) Limit internal access to those personnel who strictly require it for the
     purposes of this evaluation;
  d) Apply at least the same standard of care to protect Licensor's trade secrets
     as it applies to its own confidential information, but in no event less than
     reasonable care.

This obligation survives the expiry or termination of this Agreement.

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10. DISCLAIMER OF WARRANTIES

This software is provided "as is", without warranty of any kind, express or
implied, including but not limited to warranties of merchantability, fitness for a
particular purpose, or non-infringement. Licensor does not warrant that the
software will be error-free or uninterrupted.

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11. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Licensor shall not be liable
for any indirect, incidental, consequential, or special damages arising from use
of or inability to use this software, even if advised of the possibility of such
damages. Nothing in this Agreement limits liability for intent (Vorsatz), gross
negligence (grobe Fahrlässigkeit), or damages resulting from injury to life, limb,
or health (Verletzung von Leben, Körper oder Gesundheit), as required under
mandatory German law, in particular § 307 BGB.

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12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
Germany, without regard to conflict of law principles. Any disputes shall be
subject to the exclusive jurisdiction of the courts competent for Licensor's
registered place of business.

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13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to its subject matter and supersedes all prior understandings, whether written or
oral. Amendments must be made in writing and signed by both parties.

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For questions regarding this Agreement, contact the Puxti team directly.
