NeuralMind Commercial Modules License — DRAFT v1.0
====================================================

STATUS: DRAFT — PENDING OUTSIDE COUNSEL REVIEW. This text has not been
reviewed or approved by an attorney and must not be represented as
final or executed terms until it has been.

NOTICE TO LICENSEES: THIS FILE IS A SUMMARY NOTICE ONLY. IT IS NOT THE
LICENSE. YOUR RIGHTS TO USE THE COMMERCIAL MODULES ARE GOVERNED EXCLUSIVELY
BY THE EXECUTED COMMERCIAL LICENSE AGREEMENT BETWEEN YOU AND CHEVAL-VOLANT
LLC (the "Agreement"), WHICH EXPLICITLY CONTROLS OVER THIS FILE AND OVER
LICENSING.md AND OVER ANY JSON OR MARKDOWN FILE IN THE REPOSITORY. IN THE
EVENT OF ANY CONFLICT, THE EXECUTED AGREEMENT PREVAILS UNLESS THE AGREEMENT
STATES OTHERWISE. IF YOU HAVE NOT EXECUTED AN AGREEMENT, YOUR ONLY RIGHTS
ARE THE FREE-TIER AND EVALUATION RIGHTS SET FORTH BELOW.

Copyright (c) 2026 Cheval-Volant LLC (d/b/a NeuralMind), Texas, USA.

PATENT GRANT: Subject to the terms of the Agreement and this License,
Licensor grants Licensee a non-exclusive, non-transferable (except as
expressly permitted under the Agreement), royalty-free, revocable only
upon the terms of the Agreement, license under any patent claims of
Licensor that read on the Commercial Modules as delivered, solely to
make, have made, use, import, offer to sell, and sell the Commercial
Modules and Licensee's permitted integrations of them. This patent
license does not extend to (i) modifications made by Licensee, or
(ii) combinations of the Commercial Modules with software not supplied
by Licensor, unless such combination would not infringe in the absence
of the Commercial Modules. THE MIT LICENSED CORE REMAINS SUBJECT TO ITS
OWN MIT LICENSE AND ITS IMPLICIT PATENT GRANT, SEVERABLE FROM THIS PATENT
GRANT.

Scope: every file under this directory ("the Commercial Modules").
These files are source-available. They are NOT licensed under the MIT
License that covers the rest of this repository, and this is not an
OSI-approved open-source license. The MIT-licensed core of this
repository is and remains separately and independently licensed under
the MIT License, and nothing in this License conditions, ties, or
restricts a recipient's rights to obtain, use, modify, or distribute
the MIT core.

You MAY, at no charge:
1. View, read, and audit the source code.
2. Use the Commercial Modules for personal use and evaluation under
   the auto-issued one (1) seat free-tier license: issued automatically
   on first run, no signup required, and perpetual — the free-tier
   license never expires and is not time-limited. It covers use,
   including production use, by its one (1) named user. Nothing in
   this License converts the free tier into a time-limited trial.

You MAY, under an executed NeuralMind commercial agreement
(see LICENSE-COMMERCIAL.md at the repository root):
3. Subject to the Agreement and payment of the applicable license fees
   for all Users, use the Commercial Modules internally by the Licensee
   and its Affiliates (as defined in the Agreement) for the Licensee's
   and its Affiliates' own internal business operations, up to the
   number of authorized Users ("Seats") purchased in the applicable
   executed Order Form. "Seats" is defined in the Agreement as each
   named individual User to whom the Licensee has assigned a seat. Use
   by third-party contractors or consultants is permitted solely when
   such persons (i) are performing work for the benefit of the Licensee
   or its Affiliates, (ii) access the Commercial Modules only through
   Licensee's controlled network/instances, and (iii) do not themselves
   constitute a "managed or hosted service" to third parties under
   Paragraph 5.

You may NOT, without an executed agreement:
4. Redistribute, sublicense, or sell the Commercial Modules, EXCEPT
   that Licensee may permit its third-party professional-services
   vendors, consultants, and contractors to install, configure, and
   operate the Commercial Modules solely for Licensee's (and its
   Affiliates') own benefit and within Licensee's environment or on
   infrastructure controlled by Licensee, provided such vendors do not
   themselves offer the Commercial Modules as a standalone or managed
   service to any third party and are bound by confidentiality
   obligations at least as protective as those in the Agreement.
   Licensee remains responsible for its vendors' compliance and for
   all fees for users engaged in such use.
5. Offer the Commercial Modules to third parties as a managed, hosted,
   or multi-tenant on-demand service for the benefit of persons other
   than the Licensee and its Affiliates, or otherwise monetize the
   Commercial Modules' capabilities as a service to unaffiliated third
   parties. For the avoidance of doubt, Licensee's own internal use
   across its business units, departments, and Affiliates — including
   operation of a shared internal platform serving Licensee and its
   Affiliates — is not a "hosted service" to "third parties" within
   this Paragraph.
6. Embed or distribute the Commercial Modules, or any substantial
   portion of their code, as a component of, or within, a software
   product or service that Licensee offers to third parties for a fee
   or as part of a commercial offering (OEM), including re-exporting
   the Commercial Modules' functionality as part of Licensee's own
   commercial product. For the avoidance of doubt, this Paragraph
   does NOT prohibit: (a) Licensee's own internal use including
   invocation of the Commercial Modules from Licensee's own scripts,
   CI/CD pipelines, build systems, agents, or applications for the
   Licensee's internal operations; (b) use through the open-source
   CLI/core where permitted by the Agreement; or (c) Licensee
   distributing its own products that merely call or interoperate
   with, but do not embed the source of, the Commercial Modules.
7. Remove, disable, tamper with, or circumvent the license validation
   or audit features, or assist others in doing so, EXCEPT that
   Licensee may (a) temporarily disable an audit or validation feature
   to diagnose a defect, provided Licensee promptly notifies Licensor
   and re-enables the feature; and (b) conduct security testing
   including testing the integrity of the audit and validation
   features, provided results are shared with Licensor under a
   reasonable coordinated-disclosure process and are not used to
   circumvent Licensee's own paid license or to enable piracy.

Prior versions: all releases up to and including v2.0.1 were published
under the MIT License and remain licensed to each recipient under the
MIT License permanently, even after this Commercial Modules License
takes effect. This Commercial Modules License applies to this and later
versions of the Commercial Modules only, and the re-implementation or
recoding of the Commercial Modules' technical interfaces in MIT-licensed
or otherwise separately-licensed software, and any use of such
separately-licensed software, is beyond the scope of this license and
is the responsibility of the author of such software.

Directionality of licensing: (a) Code from the MIT core may import
and depend on the Commercial Modules, but any such import merely *uses*
the Commercial Modules under this license and does not alter the
license of the MIT core. (b) Nothing in the MIT license grants the
right to copy, relicense, or incorporate Commercial Modules code into
the MIT core, and no Contributor may submit Commercial Modules code
or derivatives thereof into the MIT core under the MIT license.
(c) The MIT core remains independently operable and distributable
without the presence or import of the Commercial Modules. Any attempt
to import Commercial Modules source into the MIT core is a material
breach of this license.

Open-Source Boundary: The MIT-licensed core and the commercial/Enterprise
modules are separate works. Nothing in this Agreement, and no contribution
policy, shall cause the commercial modules to be licensed under, or
combined with, any copyleft license (including GPL/AGPL/LGPL, or their
successors). Licensor does not accept, and Licensee shall not submit
or incorporate into the Software, any code licensed under copyleft
terms for the MIT core in a manner that would render the core or the
commercial modules subject to copyleft obligations. Licensee shall not
embed or link the commercial modules with any copyleft-licensed work
in violation of §3. Any such attempt is void and constitutes a material
breach.

TERMINATION: This License and the Agreement may be terminated as set
forth in the Agreement. Upon any termination, Licensee shall cease all
use of the Commercial Modules and, at Licensor's written request, delete
or destroy all copies of the Commercial Modules in Licensee's possession
or control and certify such deletion in writing within thirty (30) days;
PROVIDED that (i) Licensee may retain a single archival and/or
disaster-recovery copy for compliance and legal-hold purposes, which
shall not be used to operate the Commercial Modules for any user;
(ii) Licensee's legal right to its own data, audit records, exports,
and configurations created through the use of the Commercial Modules
survives termination and is not impacted; and (iii) the following
survive termination: license grants necessary to operate any MIT core
separately, Confidentiality, Indemnification, Limitation of Liability,
and audit-right obligations.

WARRANTY: Licensor warrants, for the term of the Agreement, that
(i) the Commercial Modules will, when operated in accordance with the
documentation on a supported platform, function materially in accordance
with their published specifications, including that the hash-chained
audit log will accurately and tamper-evidently record the events it is
documented to record; (ii) the Commercial Modules do not, as delivered,
infringe any third-party copyright or (subject to the patent grant
herein) patent; and (iii) the license validation feature will not
falsely reject a validly-licensed, non-expired Licensee deployment.
Licensor's sole obligation for breach of the warranty in (i) is to
remediate the defect or provide a workaround within a reasonable
period, subject to the Limitation of Liability in the Agreement.
EXCEPT AS EXPRESSLY WARRANTED IN THIS PARAGRAPH AND IN THE AGREEMENT,
THE COMMERCIAL MODULES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW,
(a) LICENSOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THE
AGREEMENT SHALL NOT EXCEED THE GREATER OF (i) THE FEES PAID BY
LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (ii)
TWENTY-FIVE THOUSAND DOLLARS (US$25,000); (b) NEITHER PARTY SHALL
BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST PROFITS OR LOST DATA, EXCEPT AS REQUIRED BY APPLICABLE
LAW; AND (c) THE FOREGOING CAPS AND EXCLUSIONS DO NOT APPLY TO
(i) EITHER PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (ii)
BREACH OF CONFIDENTIALITY, (iii) INDEMNIFICATION OBLIGATIONS, OR
(iv) A FALSE-DENY OR VALIDATION FAILURE DESCRIBED IN THE WARRANTY
PARAGRAPH, FOR WHICH LICENSOR SHALL, AS LICENSEE'S SOLE REMEDY,
PROVIDE A REFUND OF FEES PAID FOR THE AFFECTED PERIOD AND REASONABLE
SERVICE CREDITS PER THE DEFINED SLA. FOR AVOIDANCE OF DOUBT, IF
LICENSE VALIDATION FALSELY REJECTS A VALID PAID LICENSE, LICENSEE'S
REMEDY IS A PROMPT CORRECTION, A REFUND OF THE PRORATED FEES FOR
THE PERIOD OF THE FAILURE, AND CREDIT PER THE SLA.

GOVERNING LAW; DISPUTE RESOLUTION: This License and the Agreement
are governed by the laws of the State of Texas, USA, without regard
to its conflict-of-law principles, EXCEPT that (i) the parties
acknowledge that the Commercial Modules and the MIT core are governed
by their respective licenses and that this paragraph does not displace
any mandatorily-applicable law; and (ii) to be enforceable at the
values at issue, all disputes, claims, or controversies arising out
of or relating to the Agreement or the Commercial Modules, including
any question of its existence, validity, or termination, shall be
resolved by binding arbitration in accordance with the AAA Commercial
Rules. The arbitration shall be conducted remotely (by videoconference)
unless both parties agree otherwise in writing, and venue shall be
mutually agreed; if not mutually agreed, the seat shall be Dallas
County, Texas. Each party bears its own costs unless the arbitrator
awards otherwise. NOTWITHSTANDING THE FOREGOING, either party may
seek injunctive relief in any court of competent jurisdiction for
breach of the confidentiality, IP, or license-validation provisions
of this License.

Canonical commercial facts: commercial-terms.json (repo root) is the
reference source for *publicly advertised* standard pricing and entity
identification. It is NOT a contractual instrument. Licensee's fees,
seat counts, scope, and terms are set exclusively by the executed
Agreement and any Order Form(s) referencing it, which prevail over
commercial-terms.json, this file, LICENSING.md, and any repository
content. Licensor may change its advertised pricing by editing
commercial-terms.json, but such changes shall not affect (i) any
then-current executed Agreement or Order Form, (ii) Licensee's rights
under the free-tier or evaluation terms, or (iii) any rights that
vested before the change. No license validator or telemetry may
enforce (or deny service on the basis of) any term other than those
in Licensee's executed, then-current Agreement and Order Form.

Trademarks & Publicity: Neither party acquires any rights in the
other's names, logos, or trademarks. Licensee may refer to the
NeuralMind software by name in factual, non-endorsing contexts
(e.g., product directories, its own marketing of products built
on the Software). Licensee shall not state or imply that it is
endorsed by, affiliated with, or that its products/services are
certified by Chev-Volant absent a separate, written co-marketing
agreement. Chev-Volant shall not use Licensee's name or logo in
case studies or press without Licensee's prior written consent.

Export Compliance: The Software, documentation, and related technical
data may be subject to U.S. export controls, including the Export
Administration Regulations (15 C.F.R. 730 et seq.), the International
Traffic in Arms Regulations, and trade sanctions administered by
OFAC. Licensee shall comply with all applicable export and re-export
laws and shall not (i) export, re-export, transfer, or download the
Software (or its commercial tier or license keys) to or for the benefit
of any sanctioned/embargoed country, entity, or individual (including
the U.S. Denied Parties, Entity, Specially Designated Nationals, or
Consolidated Screening lists), or (ii) use the Software for a
prohibited end-use (including any unauthorized military or nuclear-materials
handling end-use under 15 C.F.R. §744). Licensee is responsible for
determining its own export compliance. Because portions of the Software
implement cryptographic authentication (e.g., Ed25519) and may be
subject to encryption controls under CCL Category 5 Part 2 (5D002),
Licensee acknowledges Chev-Volant makes no representation regarding
ECCN classification and Licensee should confirm classification with
its own export counsel before transferring the Software cross-border.

DMCA: Enterprise modules may include authentication/telemetry and
other technological measures that verify license validity and control
access to the Software. Circumvention, removal, or disablement of
such measures is prohibited under §1201 of the DMCA (17 U.S.C. §1201)
and constitutes a material breach of this Agreement. Despite the
foregoing, Chev-Volant's rights under §1201 are shared with, and do
not limit, any remedies available to Chev-Volant for breach of contract.
